CALAMOS INVESTMENT TRUST/IL
485BPOS, 1999-07-30
Previous: SOURCINGLINK NET INC, 8-K, 1999-07-30
Next: PHOENIX MULTI PORTFOLIO FUND, NSAR-A, 1999-07-30



<PAGE>   1

      As filed with the Securities and Exchange Commission on July 30, 1999

                                        Securities Act registration no. 33-19228
                                        Investment Company Act file no. 811-5443

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

- --------------------------------------------------------------------------------

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [ ]
                       POST-EFFECTIVE AMENDMENT NO. 21                   [X]

                                       and

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [ ]
                              AMENDMENT NO. 24                           [X]

- --------------------------------------------------------------------------------

                            CALAMOS INVESTMENT TRUST
                                  (Registrant)

                           1111 East Warrenville Road
                         Naperville, Illinois 60563-1493

                         Telephone number: 630-245-7200

- --------------------------------------------------------------------------------

      James S. Hamman, Jr., Secretary        Cameron S. Avery
      Calamos Asset Management, Inc.         Bell, Boyd, & Lloyd
      1111 East Warrenville Road             70 West Madison Street, Suite 3300
      Naperville, Illinois 60563-1493        Chicago, Illinois 60602-4207
                              (Agents for service)

- --------------------------------------------------------------------------------

It is proposed that this filing will become effective:

            immediately upon filing pursuant to paragraph (b) of rule 485
    -----
      X     on 7/30/99 pursuant to paragraph (b) of rule 485
    -----
            60 days after filing pursuant to paragraph (a)(1) of rule 485
    -----
            on ________ pursuant to paragraph (a)(1) of rule 485
    -----
            75 days after filing pursuant to paragraph (a)(2) of rule 485
    -----
            on ________ pursuant to paragraph (a)(2) of rule 485
    -----
            on ________ pursuant to paragraph (a)(3) of rule 485
    -----

- --------------------------------------------------------------------------------
     Amending Parts A, B and C and filing exhibits, and adding a new series.
- --------------------------------------------------------------------------------


<PAGE>   2





SUPPLEMENT DATED AUGUST 1, 1999 TO PROSPECTUS OF SAME DATE


                           CALAMOS(R) FAMILY OF FUNDS


                              INSTITUTIONAL SHARES

                     MINIMUM INITIAL INVESTMENT: $5 MILLION
                              ___________________


This prospectus, as supplemented, offers Class I shares ("Institutional Shares")
of each of Convertible Fund, Growth and Income Fund, Market Neutral Fund
(formerly named Strategic Income Fund), Growth Fund, Global Growth and Income
Fund and High Yield Fund. Each of those Funds also currently offers two other
classes of shares, Class A and Class C, that have substantially lower minimum
investment requirements but bear certain expenses not borne by the Institutional
Shares.


Institutional Shares of each Fund are offered without any sales charge and are
not subject to any 12b-1 charges. As a result of the relatively lower expenses
for Institutional Shares, the level of income dividends per share (as a
percentage of net asset value) and, therefore, the overall investment return,
will be higher for Institutional Shares than for Class A or Class C shares.


All classes of shares of a Fund represent interests in the same portfolio of
investments of the Fund. The minimum initial investment in Institutional Shares
is $5 million; provided, however, that Class I shares are available for purchase
without a minimum initial investment by tax-qualified employee benefit plans
sponsored by Calamos Asset Management, Inc. or Calamos Financial Services, Inc.
for their employees. Shares are redeemable at net asset value, which may be more
or less than original cost.

The following information supplements the indicated sections of the prospectus.

PAST PERFORMANCE

The charts and tables in the accompanying prospectus provide some indication of
the risks of investing in the Funds by showing changes in the Funds' performance
from calendar year to calendar year and how the Funds' average annual total
returns compare with those of a broad measure of market performance. Of course,
past performance does not predict how a Fund will perform in the future.
Additional financial information for those Funds which currently have Class I
shares outstanding is set forth below.

Average Annual Total Returns - Class I shares

<TABLE>
<CAPTION>
For periods ended
December 31, 1998                                    One Year          Since Class Inception*
<S>                                                  <C>                        <C>
Calamos Convertible Fund                             12.26 %                    12.86%
Value Line Convertible Index                         (5.30)%
* Inception date for Class I shares is 6/25/97.
</TABLE>

      The Value Line Convertible Index is an unmanaged index considered
representative of the convertible securities market. The index includes 585
convertible bonds and preferred stocks. Selection is based on issue size and
trading statistics. Index returns assume reinvestment of dividends and, unlike
Fund returns, do not reflect any fees, expenses or sales charges.






                                        2


<PAGE>   3



<TABLE>
<CAPTION>
For periods ended
December 31, 1998                                    One Year          Since Class Inception*
<S>                                                   <C>                       <C>
Calamos Growth and Income Fund                        18.33%                    15.14%
Value Line Convertible Index                          (5.30%)
* Inception date for Class I shares is 9/18/97.
</TABLE>

      The Value Line Convertible Index is an unmanaged index considered
representative of the convertible securities market. The index includes 585
convertible bonds and preferred stocks. Selection is based on issue size and
trading statistics. Index returns assume reinvestment of dividends and, unlike
Fund returns, do not reflect any fees, expenses or sales charges.

<TABLE>
<CAPTION>
For periods ended
December 31, 1998                                    One Year          Since Class Inception*
<S>                                                   <C>                       <C>
Calamos Growth Fund                                   28.02%                    12.78%
Standard & Poor's 500 Index                           28.57%
* Inception date for Class I shares is 9/18/97.
</TABLE>

      The S & P 500 Index is an unmanaged index generally considered
representative of the U.S. stock market. Index returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or sales
charges.


<TABLE>
<CAPTION>
For periods ended
December 31, 1998                                    One Year          Since Class Inception*
<S>                                                   <C>                       <C>
Calamos Global Growth and Income Fund                 14.58%                    9.55%
Morgan Stanley Capital Intentional World Index        24.80%
* Inception date for Class I shares is 9/18/97.
</TABLE>

      The Morgan Stanley Capital International World Index is an unmanaged
equity index that is an arithmetic, market value-weighted average of the
performance of over 1,460 securities listed on stock exchanges around the world.
Index returns assume reinvestment of dividends and, unlike Fund returns, do not
reflect any fees, expenses or sales charges.


EXPENSES


The following tables describe the fees and expenses that you may pay if you buy
and hold Class I shares of the Funds.



<TABLE>
<CAPTION>
                                                                                                       Global
                                                                     Growth and    Market            Growth and    High
                                                         Convertible   Income      Neutral   Growth    Income      Yield
                                                            Fund        Fund        Fund      Fund      Fund       Fund
                                                            ----        ----        ----      ----      ----       ----
<S>                                                         <C>         <C>         <C>       <C>       <C>        <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
     Maximum sales charge (load) on purchases
         (as a percentage of offering price).........       None        None        None      None      None       None
     Maximum sales charge (load) on reinvested
         dividends/distributions.....................       None        None        None      None      None       None
     Maximum deferred sales charge (load)
         (as a percentage of redemption proceeds)....       None        None        None      None      None       None
     Exchange fee....................................       None        None        None      None      None       None
     Redemption fee (a)..............................       None        None        None      None      None       None
</TABLE>




<PAGE>   4


<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS)
<S>                                                         <C>         <C>         <C>       <C>       <C>        <C>
     Management fees.................................       .75%        .75%        .75%      1.00%     1.00%      .75%
     Distribution (12b-1) fees.......................       None        None        None      None      None      None
     Other expenses..................................       .15         .55         .75 (c)    .80      1.40      6.08 (c)
     Total Annual operating expenses (b).............       .90        1.30%       1.50%      1.80%     2.40%     6.83%
     Fee Waiver and/or expense reimbursement.........        --          --          ---       .30       .90      5.33%
     Net expenses....................................        --          --          ---      1.50%     1.50%     1.50%
</TABLE>

Pursuant to a written agreement
________________
(a)  A service charge of $9 is deducted from proceeds of redemptions paid by
     wire.

(b)  Pursuant to a written agreement, Calamos Asset Management, Inc. (CAM) has
     voluntarily undertaken to limit the annual ordinary operating expenses of
     Institutional Shares of each Fund, as a percentage of the average net
     assets of the class, to 1.50%. The fee waiver and/or reimbursement is
     binding on CAM through August 31, 2000.

(c)  "Other Expenses" are based on estimated amounts for the current fiscal year
     for the Market Neutral Fund since no Class I shares were issued as of the
     Fund's fiscal year end, and for the High Yield Fund, which is expected to
     commence operations on or about August 2, 1999.

EXAMPLES: These examples are intended to help you compare the cost of investing
in a Fund with the cost of investing in other mutual funds.

These examples show an investment made and held for one year, three years, five
years and ten years. In each case, we assume that you invest $10,000 in the Fund
for the time periods indicated, and then redeem all of your shares at the end of
those periods. These examples also assume that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

                                         One       Three       Five        Ten
                                        Year       Years       Years      Years
                                        ----       -----       -----      -----
     Convertible Fund                     92        287          498      1,108
     Growth and Income Fund              132        412          713      1,568
     Market Neutral Fund                 153        474          818      1,791
     Growth Fund                         183        566          975      2,116
     Global Growth and Income Fund       243        748        1,280      2,736
     High Yield fund                     677      1,993          N/A        N/A












                                       5

<PAGE>   5


FINANCIAL HIGHLIGHTS


The tables below are intended to help you understand the Funds' financial
performance for the period shown below. Certain information reflects financial
results for a single Fund share. The Total return figures show what an investor
in a Fund would have earned (or lost) if all distributions had been reinvested.
This information has been audited by Ernst & Young LLP whose report, along with
the Funds' financial statements, are included in the Funds' annual report, which
is available upon request. No financial information is presented for
Institutional Shares of the Market Neutral Fund since no Institutional Shares
had been issued as of the Fund's fiscal year end, or the High Yield Fund, which
is expected to commence operations on August 2, 1999.

Convertible Fund

                                                           Year
                                                           Ended       6/25/97 -
                                                          3/31/99      3/31/98

Net asset value, beginning of period                      $ 17.47      $ 15.88

Net income from investment operations:
   Net investment income                                      .50          .37
   Net realized and unrealized gain on investments            .09         2.49

     Total from investment operations                         .59         2.86


Less distributions:
   Dividends from net investment income                      (.47)        (.54)
   Dividends from net realized capital gains                 (.38)        (.63)
   Distributions from paid in capital                           -         (.10)

     Total distributions                                     (.85)       (1.27)


Net asset value, end of period                            $ 17.21      $ 17.47


Total return (a)                                              3.7%        18.8%

Ratios and supplemental data:
   Net assets, end of period (000)                        $34,725      $35,951
   Ratio of expenses to average net assets                    0.9%         0.9%*
   Ratio of net investment income to average net assets       3.1%         2.9%*


                                                         Year Ended   Year Ended
                                                           3/31/99      3/31/98

Portfolio turnover rate                                      78.2%        76.0%

- ----------
(a)  Total return is not annualized.
*Annualized




                                       6

<PAGE>   6



Growth and Income Fund
                                                            Year       9/18/97 -
                                                            Ended      3/31/98
                                                           3/31/99

Net asset value, beginning of period                       $18.61      $17.96

Net income from investment operations:
   Net investment income                                      .54         .22
   Net realized and unrealized gain on investments            .75        2.14

     Total from investment operations                        1.29        2.36


Less distributions:
   Dividends from net investment income                      (.43)       (.38)
   Dividends from net realized capital gains                (1.17)      (1.33)

     Total distributions                                    (1.60)      (1.71)


Net asset value, end of period                             $18.30      $18.61

Total return (a)                                              7.5%       14.4%

Ratios and supplemental data:
   Net assets, end of period (000)                         $1,976      $1,838
   Ratio of expenses to average net assets                    1.3%        1.5%*
   Ratio of net investment income to average net assets       2.9%        2.4%*


                                                         Year Ended  Year Ended
                                                           3/31/99     3/31/98

Portfolio turnover rate                                      87.5%      115.5%

- ----------
(a)  Total return is not annualized.
*Annualized



<PAGE>   7



Growth Fund
                                                            Year       9/18/97 -
                                                            Ended      3/31/98
                                                           3/31/99

Net asset value, beginning of period                       $20.12      $24.32

Net income from investment operations:
   Net investment income                                     (.21)       (.11)
   Net realized and unrealized gain on investments           3.80        1.07

     Total from investment operations                        3.59         .96


Less distributions:

   Dividends from net realized capital gains                   --       (4.98)

   Distributions from paid in capital                          --        (.18)
     Total distributions                                       --       (5.16)


Net asset value, end of period                             $23.71      $20.12


Total return (a)                                             17.8%        6.4%

Ratios and supplemental data:
   Net assets, end of period (000)                         $1,792      $1,508
   Ratio of expenses to average net assets (b)                1.5%        1.5%*
   Ratio of net investment income to average net assets      (1.1)%      (1.1)%*




                                                         Year Ended  Year Ended
                                                           3/31/99     3/31/98

Portfolio turnover rate                                     184.3%      206.1%

- ----------
(a)  Total return is not annualized.
(b)  After the reimbursement and waiver of expenses by CAM equivalent to 0.3%,
     and 0.3%* of average net assets, respectively.
*Annualized




<PAGE>   8



Global Growth and Income Fund

                                                          Year      9/18/97 -
                                                          Ended     3/31/98
                                                         3/31/99

Net asset value, beginning of period                     $ 6.56      $ 6.18

Net income from investment operations:
   Net investment income                                    .03         .07
   Net realized and unrealized gain on investments          .31         .58

     Total from investment operations                       .34         .65


Less distributions:
   Dividends from net investment income                    (.14)       (.17)
   Dividends from net realized capital gains               (.13)       (.10)

     Total distributions                                   (.27)       (.27)


Net asset value, end of period                           $ 6.63      $ 6.56


Total return (a)                                            5.6%       10.9%

Ratios and supplemental data:
   Net assets, end of period (000)                       $  484      $  458
   Ratio of expenses to average net assets                  1.5%(b)     1.5%*(b)
   Ratio of net investment income to average net assets     1.8%(b)     1.9%*(b)



                                                       Year Ended  Year Ended
                                                         3/31/99     3/31/98

Portfolio turnover rate                                   106.3%         64%

- ----------
(a)  Total return is not annualized.
(b)  After reimbursement and waiver of expenses by CAM equivalent to .9% and
     1.2%*, respectively of average net assets.
*Annualized





<PAGE>   9



SPECIAL FEATURES OF INSTITUTIONAL SHARES

OFFERING PRICE


Institutional Shares of each Fund are sold without any sales charge. When
placing an order, you must specify that your order is for Institutional Shares.


PURCHASES BY EXCHANGE


No sales charge is imposed on purchases of Institutional Shares by exchange of
Institutional Shares from another Fund or by exchange of Cash Account Shares,
provided the aggregate value of your Institutional Shares of all Funds is at
least $5 million; provided, however, that the $5 million minimum does not apply
to exchanges by tax-qualified employee benefit plans sponsored by Calamos Asset
Management, Inc. or Calamos Financial Services, Inc. for their employees.
Exchanges are subject to the limitations set forth in the prospectus under "How
Can I Buy Shares?


REDEMPTION OF SHARES


Each Fund reserves the right upon 30 days' written notice to involuntarily
redeem, at net asset value, the shares of any shareholder whose Institutional
Class Shares of all Funds have an aggregate value of less than $5 million,
unless the reduction in value to less than $5 million was the result of market
fluctuation. For further information on the redemption of shares, please refer
to the information in the prospectus under "How Can I Sell Shares?"


















                                       10

<PAGE>   10

                                 [CALAMOS ICON]

                           CALAMOS(R) FAMILY OF FUNDS
                         AUGUST 1, 1999   - PROSPECTUS

                                     CONVERTIBLE FUND
                                     GROWTH AND INCOME FUND

                                     MARKET NEUTRAL FUND*

                                     GROWTH FUND
                                     GLOBAL GROWTH AND INCOME FUND
                                     HIGH YIELD FUND
                                     *Formerly named Strategic Income Fund


The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is accurate or complete. If
anyone tells you otherwise, they are committing a crime.

<PAGE>   11

                                                                [THE FUNDS ICON]
                                                         [CONVERTIBLE FUND ICON]
                                                   [GROWTH AND INCOME FUND ICON]
                                                      [MARKET NEUTRAL FUND ICON]
                                                        [GROWTH YIELD FUND ICON]
                                            [GLOBAL GROWTH AND INCOME FUND ICON]
                                                          [HIGH YIELD FUND ICON]
                                                               [FUND FACTS ICON]
                                                     [FINANCIAL HIGHLIGHTS ICON]
                                                     [FOR MORE INFORMATION ICON]

Table of Contents


<TABLE>
<CAPTION>
                                                             PAGE
<S>                                                   <C>

THE FUNDS                                                       3
- -----------------------------------------------------------------

CONVERTIBLE FUND                                                4
- -----------------------------------------------------------------

GROWTH AND INCOME FUND                                         13
- -----------------------------------------------------------------

MARKET NEUTRAL FUND                                            22
- -----------------------------------------------------------------

GROWTH FUND                                                    31
- -----------------------------------------------------------------

GLOBAL GROWTH AND INCOME FUND                                  37
- -----------------------------------------------------------------

HIGH YIELD FUND                                                47
- -----------------------------------------------------------------

FUND FACTS
- -----------------------------------------------------------------
Who Manages the Funds?......................................   54
How Can I Buy Shares?.......................................   55
How Can I Sell Shares?......................................   58
Transaction Information.....................................   59
Distributions and Taxes.....................................   61

FINANCIAL HIGHLIGHTS                                           64
- -----------------------------------------------------------------

FOR MORE INFORMATION                                   back cover
- -----------------------------------------------------------------
</TABLE>


CALAMOS FAMILY OF FUNDS
<PAGE>   12
[THE FUNDS THE FUNDS ICON]


In this column, you will find definitions of terms and concepts to help you as
you read this prospectus.
CONVERTIBLE SECURITY -- corporate security (usually a preferred stock or bond)
that is exchangeable at the option of the holder for a fixed number of other
securities (usually common stock) at a set price or formula.

WHAT ARE THE INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES COMMON TO THE FUNDS?


Each Fund described in this prospectus has different investment objectives and
strategies, and may invest in different securities. The Funds differ principally
in (i) how important growth potential and current income is considered when
selecting investments, (ii) the types of securities selected as investments,
such as convertible securities, or equities, or foreign securities, and (iii)
the risks involved with an investment in the Fund.


The investment objectives of a Fund may not be changed without the approval of a
"majority of the outstanding" shares of that Fund, as defined in the Investment
Company Act of 1940. There can be no assurance that a Fund will achieve its
objectives.

WHAT ARE THE PRINCIPAL RISKS COMMON TO THE FUNDS?


A WORD ABOUT RISK.  This prospectus describes the risks you may face as an
investor in the CALAMOS Family of Funds. It is important to keep in mind that
generally investments with a higher potential reward also have a higher risk of
losing money. The reverse is also commonly true: the lower the risk, the lower
the potential reward. However, as you consider an investment in the Funds, you
should also take into account your tolerance for the daily fluctuations of the
financial markets and whether you can afford to leave your money in this
investment for long periods of time to ride out down periods.



As with any security, there are market and investment risks associated with your
investment in the Funds. The value of your investment will fluctuate over time
and it is possible to lose money. We cannot guarantee that a Fund will achieve
its objective.


MARKET RISK.  The risk that the securities markets will increase or decrease in
value is considered market risk and applies to any security. If there is a
general decline in the stock market, it is possible your investment may lose
value regardless of the individual results of the companies in which a Fund
invests.


INVESTMENT MANAGEMENT.  Whether a Fund achieves its investment objective is
significantly impacted by whether we at CALAMOS(R) ASSET MANAGEMENT, INC., as
each Fund's investment adviser, are able to choose suitable investments for the
Funds.


CALAMOS FAMILY OF FUNDS
                                                                               3
<PAGE>   13
[CONVERTIBLE FUNDS CONVERTIBLE FUND ICON]


CAPITAL APPRECIATION -- an increase in the market price of an asset, such as
stocks or bonds.


WHAT ARE THE INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES OF THE FUND?


The primary objective of the Convertible Fund is current income with growth as
its secondary objective.

The Fund invests mainly in a diversified portfolio of convertible securities
issued by both U.S. and foreign companies. These convertible securities may be
either debt securities or preferred stocks that can be exchanged for common
stock. Under normal market conditions, we invest at least 65% of the Fund's
total assets in convertible securities.


We believe there are various advantages to buying convertible securities which
include:



      - the potential for capital appreciation if the value of the underlying
        common stock increases



      - the relatively high yield received from dividend or interest payments as
        compared to common stock dividends



      - the relatively lower price volatility as compared to common stock



The Fund seeks to profit from this strategy by receiving interest on the
convertible security and through an increase in the convertible's value. The
convertible's value goes up when the market value of the underlying common stock
increases above the conversion price.



We typically apply a four-step approach when buying and selling convertible
securities for the Fund, which includes:



      1. Evaluating the default risk of the convertible security using
         traditional credit analysis



      2. Analyzing the convertible's underlying common stock to determine its
         capital appreciation potential



      3. Assessing the risk/return potential of the convertible security



      4. Evaluating the convertible security's impact on the overall composition
         of the Fund and it's diversification strategy


 4
CALAMOS CONVERTIBLE FUND
<PAGE>   14

                                                                Convertible Fund
                                                                          [ICON]

DEBT OBLIGATION -- a security which is a written promise to repay a debt such as
a bond or note.


In the equity and credit analysis, we generally consider the issuer's:



      - financial soundness



      - ability to make interest and dividend payments



      - earnings and cash-flow forecast



      - quality of management



The Fund may invest without limit in high yield fixed-income securities (often
referred to as "junk bonds"). The average term to maturity of the Fund's fixed
income securities will typically range from five to ten years. The Fund may
invest up to 25% of its net assets in foreign securities. The Fund's assets may
also be invested in securities that have not been registered for public sale,
but that are eligible for purchase and sale by certain qualified institutional
buyers (Rule 144A securities).



WHAT ARE THE TYPES OF SECURITIES THE FUND INVESTS IN?



CONVERTIBLE SECURITIES.  Convertible securities include debt obligations and
preferred stock of the company issuing the security, which may be exchanged for
a predetermined price (the conversion price) into the common stock of the
issuer. Convertible securities generally offer lower interest or dividend yields
than non-convertible securities of similar quality.



Many convertible securities are issued with a "call" feature that allows the
issuer of the security to choose when to redeem the security. If a convertible
security held by the Fund is called for redemption, the Fund will be required to
redeem the security, convert it into the underlying common stock, or sell it to
a third party at a time that may be unfavorable to the Fund. Conversely, certain
convertible debt securities may provide a "put option" which entitles the Fund
to make the issuer redeem the security at a premium over the stated principal
amount of the debt security.



SYNTHETIC CONVERTIBLE SECURITIES.  We may also create a "synthetic" convertible
security by combining separate securities that possess the two principal
characteristics of a true convertible security, i.e., fixed-income securities
("fixed-income component") and the right to acquire equity securities
("convertible component"). The fixed-income component is achieved by investing
in non-convertible, fixed-income securities such as bonds, preferred stocks and
money market instruments. The convertible component is achieved by investing in
warrants or options to buy common stock at a certain exercise price, or options
on a stock index.


CALAMOS CONVERTIBLE FUND
                                                                               5
<PAGE>   15

Convertible Fund
[ICON]

The Fund may also purchase synthetic securities manufactured by other parties,
typically investment banks, including convertible structured notes. Purchasing
synthetic convertible securities may offer more flexibility than purchasing a
convertible security. Different companies may issue the fixed-income and
convertible components which may be purchased separately, and at different
times. Synthetic convertible securities are not considered convertible
securities for purposes of the Fund's policy to invest at least 65% of its total
assets in convertible securities.



FOREIGN SECURITIES.  We may invest up to 25% of the Fund's net assets in
securities of foreign issuers. A foreign issuer is a company organized under the
laws of a foreign country that is principally traded in the financial markets of
a foreign country. For purposes of the 25% limitation, foreign securities do not
include securities represented by American Depository Receipts (ADRs) or
securities guaranteed by a U.S. person. ADRs are traded on U.S. exchanges and
represent an ownership interest in a foreign security. They are generally issued
by a U.S. bank as a substitute for direct ownership of the foreign security.
International investing allows the Fund to achieve greater diversification and
to take advantage of changes in foreign economies and market conditions.



EQUITY SECURITIES.  Equity securities include exchange-traded and over-the-
counter common and preferred stocks, warrants, rights, and depository receipts.
An investment in the equity securities of a company represents a proportionate
ownership interest in that company. Therefore, the Fund participates in the
financial success or failure of any company in which we have an equity interest.
Compared with other asset classes, equity investments have a greater potential
for gain.



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  The Fund may invest without
limit in convertible and non-convertible debt securities rated BB or lower by
Standard & Poor's Corporation, or Ba or lower by Moody's Investor Services,
Inc., and in securities that are not rated but are considered by us to be of
similar quality (commonly called "junk" bonds). The Fund will not, however,
acquire a security rated below C and expects to maintain, over the long-term, an
average credit quality rating of investment grade, which is BBB or Baa or
greater.



DEFENSIVE INVESTING.  We may depart from the Fund's principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions without limitation in all types of money
market and short term debt securities, and repurchase agreements. In a
repurchase agreement, the Fund purchases a security and the seller (a bank or


 6
CALAMOS CONVERTIBLE FUND
<PAGE>   16

                                                                Convertible Fund
                                                                          [ICON]

securities dealer) simultaneously agrees to buy back (repurchase) the security
at the same price plus an amount equal to an agreed-upon interest rate, on a
specified date. During periods when we have assumed a temporary defensive
position, the Fund may not be able to achieve its investment objective.



OTHER SECURITIES.  Although not the principal investments or strategies of the
Fund, we may utilize other investments and investment techniques which may
impact performance, including options, warrants, futures and other strategic
transactions. More information about Fund investments and strategies is provided
in the Statement of Additional Information.


WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?


The Fund's principal risks include market risk and investment management risk.
Please refer to the discussion of those risks under "The Funds" at the front of
this prospectus.


DEFAULT RISK.  Default risk refers to the risk that a company who issues a debt
security will be unable to fulfill its obligation to repay principal and
interest. The lower a bond is rated, the greater its default risk.

INTEREST RATE RISK.  Interest rate risk is the risk that the Fund's investments
will decrease in value as a result of an increase in interest rates. Generally,
there is an inverse relationship between the value of a debt security and
interest rates. Therefore, the value of the bonds held by the Fund generally
decrease in periods when interest rates are rising. In addition, interest rate
changes normally have a greater effect on prices of longer-term bonds than
shorter-term bonds.


CONVERTIBLE SECURITIES.  As with all fixed-income securities, the market value
of convertible securities tends to decline as interest rates increase.
Conversely, a convertible's market value increases as interest rates decline.
However, the convertible's market value tends to reflect the market price of the
common stock of the issuing company when that stock price is greater than the
convertible's "conversion price". The conversion price is defined as the
predetermined price at which the convertible could be exchanged for the
associated stock. A convertible security may lose all of its value if the value
of the underlying common stock falls below the conversion price of the security.


CALAMOS CONVERTIBLE FUND
                                                                               7
<PAGE>   17

Convertible Fund
[ICON]

MARKET PRICE -- the last reported sales price of a security (if on an exchange)
or the last bid and ask prices if the security is traded over-the-counter.


As the market price of the underlying common stock declines, the price of the
convertible security tends to be influenced more by the yield of the convertible
security. Thus, it may not decline in price to the same extent as the underlying
common stock. In the event of a liquidation of the issuing company, holders of
convertible securities would be paid before the company's common stock holders.
Consequently, the issuer's convertible securities entail less risk than its
common stock.



FOREIGN SECURITIES.  There are special risks associated with investing in
foreign securities that are not typically associated with investing in U.S.
companies. These risks include fluctuations in the exchange rates of foreign
currencies that may affect the U.S. dollar value of a security, and the
possibility of substantial price volatility as a result of political and
economic instability in the foreign country. Other risks of investing in foreign
securities include: less public information about issuers of securities,
different securities regulation, different accounting, auditing and financial
reporting standards, and less liquidity in foreign markets than in U.S. markets.



RULE 144A SECURITIES.  The Fund may invest without limit in securities that have
been privately placed but are eligible for purchase and sale by certain
qualified institutional buyers such as the Fund under Rule 144A under the
Securities Act of 1933. Under the supervision of the Fund's board of trustees,
we will determine whether securities purchased under Rule 144A are illiquid. The
Fund is restricted to investing no more than 10% of its total assets in
securities that are illiquid, that is, not readily marketable. If qualified
institutional buyers are unwilling to purchase these Rule 144A Securities, the
percent of the Fund's assets invested in illiquid securities would increase.



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  The Fund's investment in junk
bonds entails a greater risk than an investment in higher-rated securities.
Although junk bonds typically pay higher interest rates than investment-grade
bonds, there is a greater likelihood that the company issuing the junk bond will
default on interest and principal payments. In the event of an issuer's
bankruptcy, claims of other creditors may have priority over the claims of junk
bond holders, leaving few or no assets to repay them. Junk bonds are also more
sensitive to adverse economic changes or individual corporate developments than
higher quality bonds. During a period of adverse economic changes, including a
period of rising interest rates, companies issuing junk bonds may be unable to
make principal and interest payments.


 8
CALAMOS CONVERTIBLE FUND
<PAGE>   18


                                                                Convertible Fund
                                                                          [ICON]

EQUITY -- ownership interest in a corporation in the form of common or preferred
stock.



EQUITY INVESTMENTS.  Equity investments are subject to greater fluctuations in
market value than other asset classes as a result of such factors as a company's
business performance, investor perceptions, stock market trends and general
economic conditions. Smaller companies are especially sensitive to these
factors, and therefore may experience more price volatility than larger
companies.



SYNTHETIC CONVERTIBLE SECURITIES.  The value of a synthetic convertible security
will respond differently to market fluctuations than a convertible security
because a synthetic convertible is composed of two or more separate securities,
each with its own market value. In addition, if the value of the underlying
common stock or the level of the index involved in the convertible component
falls below the exercise price of the warrant or option, the warrant or option
may lose all value.


CALAMOS CONVERTIBLE FUND
                                                                               9
<PAGE>   19
Convertible Fund
[ICON]

TOTAL RETURN -- the return on an investment including income from dividends and
interest as well as appreciation or depreciation in the price of the security
over a given time period.

HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below provide some indication of the risks of investing
in the Fund by showing changes in the Fund's performance from calendar year to
calendar year and how the Fund's average annual total returns compare with those
of a broad measure of market performance. As always, please note that how the
Fund has performed in the past cannot predict how it will perform in the future.
The information provided in the chart is for Class A shares, and does not
reflect sales charges, which reduce return.


CALENDAR YEAR PERFORMANCE

[CALAMOS CONVERTIBLE FUND BAR CHART]

<TABLE>
<CAPTION>
                                                                       CALAMOS CONVERTIBLE FUND
                                                                       ------------------------
<S>                                                           <C>
'1989'                                                                           15.78
'1990'                                                                           -3.56
'1991'                                                                           36.75
'1992'                                                                            7.62
'1993'                                                                           17.55
'1994'                                                                           -7.04
'1995'                                                                           29.25
'1996'                                                                           16.70
'1997'                                                                           20.81
'1998'                                                                           11.64
</TABLE>


For the period included in the bar chart, the Fund's highest return for a
calendar quarter was 15.67% (the 1st quarter of 1991), and the Fund's lowest
return for a calendar quarter was -10.10% (the 3rd quarter of 1990).



The Fund's year-to-date total return as of June 30, 1999 was 8.35%.


 10
CALAMOS CONVERTIBLE FUND
<PAGE>   20
                                                                Convertible Fund
                                                                          [ICON]

AVERAGE ANNUAL TOTAL RETURNS
For periods ended December 31, 1998


<TABLE>
<CAPTION>
                                                                       SINCE CLASS C
                       ONE YEAR       FIVE YEARS       TEN YEARS         INCEPTION*
- -------------------------------------------------------------------------------------
<S>                    <C>            <C>              <C>             <C>
 CLASS A                  6.35%         12.48%           13.28%                --
- -------------------------------------------------------------------------------------
 CLASS C                 11.14%             --               --            16.37%
- -------------------------------------------------------------------------------------
 VALUE LINE
 CONVERTIBLE INDEX#     (5.31)%          9.56%           11.20%                --
- -------------------------------------------------------------------------------------
</TABLE>



*  Inception Date for C shares is 7/5/96.



#  The Value Line Convertible Index is an unmanaged index considered
   representative of the convertible securities market. The index includes 585
   convertible bonds and preferred stocks. Selection is based on issue size and
   trading statistics. Index returns assume reinvestment of dividends and,
   unlike Fund returns, do not reflect any fees, expenses or sales charges.


CALAMOS CONVERTIBLE FUND
                                                                              11
<PAGE>   21
Convertible Fund
[ICON]

SHAREHOLDER FEES -- fees paid directly from your investment, which include sales
charges and redemption fees that you may pay when you buy or sell shares of the
Fund.
ANNUAL FUND OPERATING EXPENSES -- expenses that cover the costs of operating the
Fund.
MANAGEMENT FEES -- a fee paid to the investment adviser for managing the Fund.
DISTRIBUTION FEES -- fees used to support the Fund's marketing and distribution
efforts, such as advertising and promotion.

WHAT ARE THE FEES AND EXPENSES OF THE FUND?
- --------------------------------------------------------------------------------
The tables below describe the fees and expenses that you may pay if you buy and
hold shares of the Fund. There are shareholder fees which are subtracted
directly from the amount you invest and there are annual operating expenses
which are subtracted each year from the assets in the Fund. Please refer to the
"How Can I Buy Shares?" section of this prospectus for information regarding fee
discounts and waivers.


<TABLE>
<CAPTION>
         SHAREHOLDER FEES (FEES PAID DIRECTLY FROM
                      YOUR INVESTMENT)                          CLASS A      CLASS C
- ------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
 MAXIMUM SALES CHARGE (LOAD) ON PURCHASES
 (AS A PERCENTAGE OF OFFERING PRICE)                             4.75%         NONE
- ------------------------------------------------------------------------------------
 MAXIMUM DEFERRED SALES CHARGE (LOAD)
 (AS A PERCENTAGE OF REDEMPTION PROCEEDS)                          NONE(1)        1%
- ------------------------------------------------------------------------------------
 MAXIMUM SALES CHARGE (LOAD) IMPOSED ON
 REINVESTED DIVIDENDS/DISTRIBUTIONS                               NONE         NONE
- ------------------------------------------------------------------------------------
 REDEMPTION FEE(2)                                                NONE         NONE
- ------------------------------------------------------------------------------------
 EXCHANGE FEE                                                     NONE         NONE
- ------------------------------------------------------------------------------------
(1)  The redemption of Class A shares purchased at net asset value under the
     $1,000,000 purchase order privilege may be subject to a contingent deferred
     sales charge of 1% during the first year.
(2)  A service charge of $9 is deducted from proceeds of redemption paid by wire.
- ------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS):
- ------------------------------------------------------------------------------------
 MANAGEMENT FEES                                                  .75%         .75%
- ------------------------------------------------------------------------------------
 DISTRIBUTION (12b-1) FEES                                        .50%        1.00%
- ------------------------------------------------------------------------------------
 OTHER EXPENSES                                                   .15%         .15%
- ------------------------------------------------------------------------------------
 TOTAL ANNUAL OPERATING EXPENSES                                 1.40%        1.90%
- ------------------------------------------------------------------------------------
</TABLE>


EXAMPLES:

These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

This example shows an investment made and held for one year, three years, five
years and ten years. In each case, we assume that you invest $10,000 in the Fund
for the time periods indicated, and then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:


<TABLE>
<CAPTION>
                       ONE YEAR       THREE YEARS       FIVE YEARS       TEN YEARS
- -----------------------------------------------------------------------------------
<S>                    <C>            <C>               <C>              <C>
 CLASS A                 $611             $897            $1,204           $2,075
- -----------------------------------------------------------------------------------
 CLASS C                 $193             $597            $1,026           $2,222
- -----------------------------------------------------------------------------------
</TABLE>


 12
CALAMOS CONVERTIBLE FUND
<PAGE>   22

CONVERTIBLE SECURITY --
corporate security (usually a preferred stock or bond) that is exchangeable at
the option of the holder for a fixed number of other securities (usually common
stock) at a set price or formula.

CAPITAL APPRECIATION -- an increase in the market price of an asset, such as
stocks or bonds.

<TABLE>
<S>          <C>
[GROWTH      Growth and Income Fund
      AND
   INCOME
    ICON]
</TABLE>


WHAT ARE THE INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES OF THE FUND?


The primary objective of the Growth and Income Fund is high long-term total
return through growth and current income. Under normal market conditions the
Fund invests at least 65% of its total assets in a diversified portfolio of
convertible, equity and fixed-income securities, with equal emphasis on capital
appreciation and current income.


We expect that a significant portion of the Fund's assets will be invested in
convertible securities. These convertible securities may be either debt
securities or preferred stocks that can be exchanged for common stock.



We believe there are various advantages to buying convertible securities which
include:



      - the potential for capital appreciation if the value of the
        underlying common stock increases



      - the relatively high yield received from dividend or interest
        payments as compared to common stock dividends



      - the relatively lower price volatility as compared to common stock



The Fund seeks to profit from this strategy by receiving interest on the
convertible security and through an increase in the convertible's value. The
convertible's value goes up when the market value of the underlying common stock
increases above the conversion price.



We typically apply a four-step approach when buying and selling convertible
securities for the Fund, which includes:



      1. Evaluating the default risk of the convertible security using
         traditional credit analysis



      2. Analyzing the convertible's underlying common stock to determine
         its capital appreciation potential



      3. Assessing the risk/return potential of the convertible security



      4. Evaluating the convertible security's impact on the overall
         composition of the Fund and it's diversification strategy


CALAMOS GROWTH AND INCOME FUND
                                                                              13
<PAGE>   23
Growth and Income Fund
[ICON]

MARKET PRICE -- the last reported sales price of a security (if on an exchange)
or the last bid and ask prices if the security is traded over-the-counter.
DEBT OBLIGATION -- a security which is a written promise to repay a debt such as
a bond or note.


In the equity and credit analysis, we generally consider the issuer's:



      - financial soundness



      - ability to make interest and dividend payments



      - earnings and cash-flow forecast



      - quality of management



The Fund's assets not invested in convertible securities are invested in common
stocks that, in our judgment, provide opportunities for long-term capital
appreciation, or in other securities as described below. The Fund generally
invests in smaller and medium-sized companies, the securities of which tend to
be more volatile and less liquid than the securities of larger companies.



The Fund may invest without limit in high yield fixed-income securities (often
referred to as "junk bonds"). The average term to maturity of the Fund's fixed-
income securities will typically range from five to ten years. The Fund's assets
may also be invested in securities that have not been registered for public
sale, but that are eligible for purchase and sale by certain qualified
institutional buyers (Rule 144A securities).



WHAT ARE THE TYPES OF SECURITIES THE FUND INVESTS IN?



CONVERTIBLE SECURITIES.  We expect that a significant portion of the Fund's
assets will be invested in convertible securities. Convertible securities
include debt obligations and preferred stock of the company issuing the
security, which may be exchanged for a predetermined price (the conversion
price) into the common stock of the issuer. Convertible securities generally
offer lower interest or dividend yields than non-convertible securities of
similar quality.



Many convertible securities are issued with a "call" feature that allows the
issuer of the security to choose when to redeem the security. If a convertible
security held by the Fund is called for redemption, the Fund will be required to
redeem the security, convert it into the underlying common stock, or sell it to
a third party at a time that may be unfavorable to the Fund. Conversely, certain
convertible debt securities may provide a "put option" which entitles the Fund
to make the issuer redeem the security at a premium over the stated principal
amount of the debt security.



SYNTHETIC CONVERTIBLE SECURITIES.  We may also create a "synthetic" convertible
security by combining separate securities that possess the two principal
characteristics of a true convertible security, i.e., fixed-income securities
("fixed-


 14
CALAMOS GROWTH AND INCOME FUND
<PAGE>   24

                                                          Growth and Income Fund
                                                                          [ICON]

income component") and the right to acquire equity securities ("convertible
component"). The fixed-income component is achieved by investing in non-
convertible, fixed-income securities such as bonds, preferred stocks and money
market instruments. The convertible component is achieved by investing in
warrants or options to buy common stock at a certain exercise price, or options
on a stock index.



The Fund may also purchase synthetic securities manufactured by other parties,
typically investment banks, including convertible structured notes. Purchasing
synthetic convertible securities may offer more flexibility than purchasing a
convertible security. Different companies may issue the fixed-income and
convertible components which may be purchased separately, and at different
times.



EQUITY SECURITIES.  Equity securities include exchange-traded and over-the-
counter common and preferred stocks, warrants, rights, and depository receipts.
An investment in the equity securities of a company represents a proportionate
ownership interest in that company. Therefore, the Fund participates in the
financial success or failure of any company in which we have an equity interest.
Compared with other asset classes, equity investments have a greater potential
for gain.



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  The Fund may invest without
limit in convertible and non-convertible debt securities rated BB or lower by
Standard & Poor's Corporation, or Ba or lower by Moody's Investor Services,
Inc., and in securities that are not rated but are considered by us to be of
similar quality (commonly called "junk" bonds). The Fund will not, however,
acquire a security rated below C.



DEFENSIVE INVESTING.  We may depart from the Fund's principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions without limitation in all types of money
market and short term debt securities, and repurchase agreements. In a
repurchase agreement, the Fund purchases a security and the seller (a bank or
securities dealer) simultaneously agrees to buy back (repurchase) the security
at the same price plus an amount equal to an agreed-upon interest rate, on a
specified date. During periods when we have assumed a temporary defensive
position, the Fund may not be able to achieve its investment objective.



OTHER SECURITIES.  Although not the principal investments or strategies of the
Fund, we may utilize other investments and investment techniques which may
impact performance, including options, warrants, futures and other strategic


CALAMOS GROWTH AND INCOME FUND
                                                                              15
<PAGE>   25

Growth and Income Fund
[ICON]

transactions. More information about Fund investments and strategies is provided
in the Statement of Additional Information.


WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?


The Fund's principal risks include market risk and investment management risk.
Please refer to the discussion of those risks under "The Funds" at the front of
this prospectus.


DEFAULT RISK.  Default risk refers to the risk that a company who issues a debt
security will be unable to fulfill its obligation to repay principal and
interest. The lower a bond is rated, the greater its default risk.

INTEREST RATE RISK.  Interest rate risk is the risk that the Fund's investments
will decrease in value as a result of an increase in interest rates. Generally,
there is an inverse relationship between the value of a debt security and
interest rates. Therefore, the value of the bonds held by the Fund generally
decrease in periods when interest rates are rising. In addition, interest rate
changes normally have a greater effect on prices of longer-term bonds than
shorter-term bonds.


CONVERTIBLE SECURITIES.  As with all fixed-income securities, the market value
of convertible securities tends to decline as interest rates increase.
Conversely, a convertible's market value increases as interest rates decline.
However, the convertible's market value tends to reflect the market price of the
common stock of the issuing company when that stock price is greater than the
convertible's "conversion price". The conversion price is defined as the
predetermined price at which the convertible could be exchanged for the
associated stock. A convertible security may lose all of its value if the value
of the underlying stock falls below the conversion price of the security.



As the market price of the underlying common stock declines, the price of the
convertible security tends to be influenced more by the yield of the convertible
security. Thus, it may not decline in price to the same extent as the underlying
common stock. In the event of a liquidation of the issuing company, holders of
convertible securities would be paid before the company's common stock holders.
Consequently, the issuer's convertible securities entail less risk than its
common stock.


 16
CALAMOS GROWTH AND INCOME FUND
<PAGE>   26

                                                          Growth and Income Fund
                                                                          [ICON]

EQUITY -- ownership interest in a corporation in the form of common or preferred
stock.


EQUITY INVESTMENTS.  Equity investments are subject to greater fluctuations in
market value than other asset classes as a result of such factors as a company's
business performance, investor perceptions, stock market trends and general
economic conditions.



SMALL COMPANY RISK.  Small company stocks have historically been subject to
greater investment risk than large company stocks. The risks generally
associated with small companies include more limited product lines, markets and
financial resources, lack of management depth or experience, dependency on key
personnel and vulnerability to adverse market and economic developments.
Accordingly, the prices of small company stocks tend to be more volatile than
prices of large company stocks. Further, the prices of small company stocks are
often adversely affected by limited trading volumes and the lack of publicly
available information.



RULE 144A SECURITIES.  The Fund may invest without limit in securities that have
been privately placed but are eligible for purchase and sale by certain
qualified institutional buyers such as the Fund under Rule 144A under the
Securities Act of 1933. Under the supervision of the Fund's board of trustees,
we will determine whether securities purchased under Rule 144A are illiquid. The
Fund is restricted to investing no more than 10% of its total assets in
securities that are illiquid, that is, not readily marketable. If qualified
institutional buyers are unwilling to purchase these Rule 144A Securities, the
percent of the Fund's assets invested in illiquid securities would increase.



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  The Fund's investment in junk
bonds entails a greater risk than an investment in higher-rated securities.
Although junk bonds typically pay higher interest rates than investment-grade


bonds, there is a greater likelihood that the company issuing the junk bond will
default on interest and principal payments. In the event of an issuer's
bankruptcy, claims of other creditors may have priority over the claims of junk
bond holders, leaving few or no assets to repay them. Junk bonds are also more
sensitive to adverse economic changes or individual corporate developments than
higher quality bonds. During a period of adverse economic changes, including a
period of rising interest rates, companies issuing junk bonds may be unable to
make principal and interest payments.



SYNTHETIC CONVERTIBLE SECURITIES.  The value of a synthetic convertible security
will respond differently to market fluctuations than a convertible security
because a synthetic convertible is composed of two or more separate securities,
each with its own market value. In addition, if the value of the underlying
common stock or the level of the index involved in the convertible component


CALAMOS GROWTH AND INCOME FUND
                                                                              17
<PAGE>   27

Growth and Income Fund
[ICON]

falls below the exercise price of the warrant or option, the warrant or option
may lose all value.


HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below provide some indication of the risks of investing
in the Fund by showing changes in the Fund's performance from calendar year to
calendar year and how the Fund's average annual total returns compare with those
of a broad measure of market performance. As always, please note that how the
Fund has performed in the past cannot predict how it will perform in the future.
The information provided in the chart is for Class A shares, and does not
reflect sales charges, which reduce return.


CALENDAR YEAR PERFORMANCE

[CALAMOS GROWTH & COME FUND BAR CHART]

<TABLE>
<CAPTION>
                                                                    CALAMOS GROWTH & INCOME FUND %
                                                                    ------------------------------
<S>                                                           <C>
'1989'                                                                           16.40
'1990'                                                                           -3.46
'1991'                                                                           40.67
'1992'                                                                           10.12
'1993'                                                                           14.79
'1994'                                                                           -5.31
'1995'                                                                           29.14
'1996'                                                                           19.22
'1997'                                                                           23.34
'1998'                                                                           17.62
</TABLE>


For the period included in the bar chart, the Fund's highest return for a
calendar quarter was 14.70% (the 1st quarter of 1991), and the Fund's lowest
return for a calendar quarter was -12.15% (the 3rd quarter of 1990).



The Fund's year-to-date total return as of June 30, 1999 was 12.63%.


 18
CALAMOS GROWTH AND INCOME FUND
<PAGE>   28
                                                          Growth and Income Fund
                                                                          [ICON]

TOTAL RETURN -- the return on an investment including income from dividends and
interest as well as appreciation or depreciation in the price of the security
over a given time period.

AVERAGE ANNUAL TOTAL RETURNS
For periods ended December 31, 1998


<TABLE>
<CAPTION>
                                                                       SINCE CLASS C
                       ONE YEAR       FIVE YEARS       TEN YEARS         INCEPTION*
- -------------------------------------------------------------------------------------
<S>                    <C>            <C>              <C>             <C>
 CLASS A                 12.02%          15.03%          14.93%               --
- -------------------------------------------------------------------------------------
 CLASS C                 17.14%             --              --             20.96%
- -------------------------------------------------------------------------------------
 VALUE LINE
 CONVERTIBLE INDEX#      (5.31)%           9.56%         11.20%               --
- -------------------------------------------------------------------------------------
</TABLE>



* Inception Date for Class C shares is 8/5/96.



# The Value Line Convertible Index is an unmanaged index considered
  representative of the convertible securities market. The index includes 585
  convertible bonds and preferred stocks. Selection is based on issue size and
  trading statistics. Index returns assume reinvestment of dividends and, unlike
  Fund returns, do not reflect any fees, expenses or sales charges.


CALAMOS GROWTH AND INCOME FUND
                                                                              19
<PAGE>   29
Growth and Income Fund
[ICON]

SHAREHOLDER FEES -- fees paid directly from your investment, which include sales
charges and redemption fees that you may pay when you buy or sell shares of the
Fund.
ANNUAL FUND OPERATING EXPENSES -- expenses that cover the costs of operating the
Fund.
MANAGEMENT FEES -- a fee paid to the investment adviser for managing the Fund.
DISTRIBUTION FEES -- fees used to support the Fund's marketing and distribution
efforts, such as advertising and promotion.

WHAT ARE THE FEES AND EXPENSES OF THE FUND?
- --------------------------------------------------------------------------------
The tables below describe the fees and expenses that you may pay if you buy and
hold shares of the Fund. There are shareholder fees which are subtracted
directly from the amount you invest and there are annual operating expenses
which are subtracted each year from the assets in the Fund. Please refer to the
"How Can I Buy Shares?" section of this prospectus for information regarding fee
discounts and waivers.


<TABLE>
<CAPTION>
         SHAREHOLDER FEES (FEES PAID DIRECTLY FROM
                     YOUR INVESTMENT):                          CLASS A      CLASS C
- ------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
 Maximum Sales Charge (Load) on Purchases
 (as a percentage of offering price)                             4.75%         None
- ------------------------------------------------------------------------------------
 Maximum Deferred Sales Charge (Load)
 (as a percentage of redemption proceeds)                         None(1)        1%
- ------------------------------------------------------------------------------------
 Maximum Sales Charge (Load) Imposed on
 Reinvested Dividends/Distributions                               None         None
- ------------------------------------------------------------------------------------
 Redemption Fee(2)                                                None         None
- ------------------------------------------------------------------------------------
 Exchange Fee                                                     None         None
- ------------------------------------------------------------------------------------
</TABLE>



(1)  The redemption of Class A shares purchased at net asset value under the
     $1,000,000 purchase order privilege may be subject to a contingent deferred
     sales charge of 1% during the first year.



(2)  A service charge of $9 is deducted from proceeds of redemption paid by
    wire.


- --------------------------------------------------------------------------------

<TABLE>
<S>                                                             <C>          <C>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS):
- ------------------------------------------------------------------------------------
 Management Fees                                                  .75%         .75%
- ------------------------------------------------------------------------------------
 DISTRIBUTION (12b-1) FEES                                        .50%        1.00%
- ------------------------------------------------------------------------------------
 Other Expenses                                                   .75%         .65%
- ------------------------------------------------------------------------------------
 Total Annual Operating Expenses                                 2.00%        2.40%
- ------------------------------------------------------------------------------------
</TABLE>


 20
CALAMOS GROWTH AND INCOME FUND
<PAGE>   30
                                                          Growth and Income Fund
                                                                          [ICON]

EXAMPLES:

These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

This example shows an investment made and held for one year, three years, five
years and ten years. In each case, we assume that you invest $10,000 in the Fund
for the time periods indicated, and then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:


<TABLE>
<CAPTION>
                       ONE YEAR       THREE YEARS       FIVE YEARS       TEN YEARS
- -----------------------------------------------------------------------------------
<S>                    <C>            <C>               <C>              <C>
 CLASS A                 $668            $1,073           $1,502           $2,692
- -----------------------------------------------------------------------------------
 CLASS C                 $243            $  748           $1,280           $2,736
- -----------------------------------------------------------------------------------
</TABLE>





CALAMOS GROWTH AND INCOME FUND
                                                                              21
<PAGE>   31

CONVERTIBLE SECURITY --
corporate security (usually a preferred stock or bond) that is exchangeable at
the option of the holder for a fixed number of other securities (usually common
stock) at a set price or formula.
CAPITAL APPRECIATION -- an increase in the market price of an asset, such as
stocks or bonds.


<TABLE>
<S>          <C>


[MARKET      Market Neutral Fund
  NEUTRAL    (formerly named Strategic
     FUND    Income Fund)
    ICON]
</TABLE>



WHAT ARE THE INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES OF THE FUND?



The primary objective of the Market Neutral Fund is high current income
consistent with stability of principal.


The Fund invests mainly in convertible securities and employs short selling to
enhance income and hedge against market risk. These convertible securities may
be either debt securities or preferred stocks that can be exchanged for common
stock. Under normal market conditions, we invest at least 65% of the Fund's
total assets in income-producing securities.


We believe there are various advantages to buying convertible securities which
include:



      - the potential for capital appreciation if the value of the underlying
        common stock increases



      - the relatively high yield received from dividend or interest payments as
        compared to common stock dividends



      - the relatively lower price volatility as compared to common stock



We typically apply a four-step approach when buying and selling convertible
securities for the Fund, which includes:



      1. Evaluating the default risk of the convertible security using
         traditional credit analysis



      2. Analyzing the convertible's underlying common stock to determine its
         capital appreciation potential



      3. Assessing the risk/return potential of the convertible security



      4. Evaluating the convertible security's impact on the overall composition
         of the Fund and it's diversification strategy



In the equity and credit analysis, we generally consider the issuer's:



      - financial soundness



      - ability to make interest and dividend payments



      - earnings and cash-flow forecast



      - quality of management


 22
CALAMOS MARKET NEUTRAL FUND
<PAGE>   32

                      Market Neutral Fund (formerly named Strategic Income Fund)
                                                                          [ICON]

MARKET PRICE -- the last reported sales price of a security (if on an exchange)
or the last bid and ask prices if the security is traded over-the-counter.


The Fund seeks to enhance income and protect against market risk by hedging a
portion of the equity risk inherent in the convertible securities purchased for
the Fund. This hedging is achieved by selling short some or all of the common
stock issuable upon exercise of the convertible security. In a short sale, the
Fund borrows securities from a broker and sells the borrowed securities. The
proceeds of the sale are generally used to secure the Fund's obligation to the
lending broker and are invested in liquid securities. We anticipate that, from
time to time, approximately 30% to 70% of the Fund's net assets will be employed
for short sales.



If the market price of the common stock increases above the conversion price on
the convertible security, the price of the convertible security will increase.
The Fund's increased liability on the short position would, in whole or in part,
reduce this gain. If the price of the common stock declines, any decline in the
price of the convertible security would offset the Fund's gain on the short
position. The Fund profits from this strategy by receiving interest and/or
dividends on the convertible security and by adjusting the amount of equity risk
that is hedged by short sales.



In determining the appropriate portion of the Fund's equity exposure to hedge,
we may consider:



      - the general outlook for interest rates and equity markets



      - the availability of stock to sell short



      - expected returns and volatility



The Fund may invest without limit in high yield fixed-income securities (often
referred to as "junk bonds"). The average term to maturity of the Fund's fixed
income securities will typically range from five to ten years. The Fund's assets
may also be invested in securities that have not been registered for public
sale, but that are eligible for purchase and sale by certain qualified
institutional buyers (Rule 144A Securities).



Because the Fund may engage in active and frequent trading of portfolio
securities, the Fund may have higher transaction costs which would affect the
Fund's performance over time. In addition, shareholders may incur taxes on any
realized capital gains.


CALAMOS MARKET NEUTRAL FUND
                                                                              23
<PAGE>   33

Market Neutral Fund (formerly named Strategic Income Fund)
[ICON]

DEBT OBLIGATION -- a security which is a written promise to repay a debt such as
a bond or note.


WHAT ARE THE TYPES OF SECURITIES THE FUND INVESTS IN?



CONVERTIBLE SECURITIES.  Convertible securities include debt obligations and
preferred stock of the company issuing the security, which may be exchanged for
a predetermined price (the conversion price) into the common stock of the
issuer. Convertible securities generally offer lower interest or dividend yields
than non-convertible securities of similar quality.



Many convertible securities are issued with a "call" feature that allows the
issuer of the security to choose when to redeem the security. If a convertible
security held by the Fund is called for redemption, the Fund will be required to
redeem the security, convert it into the underlying common stock, or sell it to
a third party at a time that may be unfavorable to the Fund. Conversely, certain
convertible debt securities may provide a "put option" which entitles the Fund
to make the issuer redeem the security at a premium over the stated principal
amount of the debt security.



SYNTHETIC CONVERTIBLE SECURITIES.  We may also create a "synthetic" convertible
security by combining separate securities that possess the two principal
characteristics of a true convertible security, i.e., fixed-income securities
("fixed-income component") and the right to acquire equity securities
("convertible component"). The fixed-income component is achieved by investing
in non-convertible, fixed-income securities such as bonds, preferred stocks and
money market instruments. The convertible component is achieved by investing in
warrants or options to buy common stock at a certain exercise price, or options
on a stock index.



The Fund may also purchase synthetic securities manufactured by other parties,
typically investment banks, including convertible structured notes. Purchasing
synthetic convertible securities may offer more flexibility than purchasing a
convertible security. Different companies may issue the fixed-income and
convertible components which may be purchased separately, and at different
times.



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  The Fund may invest without
limit in convertible and non-convertible debt securities rated BB or lower by
Standard & Poor's Corporation, or Ba or lower by Moody's Investor Services,
Inc., and in securities that are not rated but are considered by us to be of
similar quality (commonly called "junk" bonds). The Fund will not, however,
acquire a security rated below C.


 24
CALAMOS MARKET NEUTRAL FUND
<PAGE>   34

                      Market Neutral Fund (formerly named Strategic Income Fund)
                                                                          [ICON]

DEFENSIVE INVESTING.  We may depart from the Fund's principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions without limitation in all types of money
market and short term debt securities, and repurchase agreements. In a
repurchase agreement, the Fund purchases a security and the seller (a bank or
securities dealer) simultaneously agrees to buy back (repurchase) the security
at the same price plus an amount equal to an agreed-upon interest rate, on a
specified date. During periods when we have assumed a temporary defensive
position, the Fund may not be able to achieve its investment objective.



OTHER SECURITIES.  Although not the principal investments or strategies of the
Fund, we may utilize other investments and investment techniques which may
impact performance, including options, warrants, futures and other strategic
transactions. More information about Fund investments and strategies is provided
in the Statement of Additional Information.


WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?


The Fund's principal risks include market risk and investment management risk.
Please refer to the discussion of those risks under "The Funds" at the front of
this prospectus.



SHORT SALES.  Short sales are a key component of the Fund's strategy. Short
sales involve risks, including:



      - The Fund may incur a loss as a result of a short sale if the
        market value of the borrowed security increases between the date
        of the short sale and the date the Fund replaces the security.



      - The Fund may be unable to repurchase the borrowed security at a
        particular time or at an acceptable price. When the Fund is short
        a security, the lender may terminate the loan at a time when the
        Fund is unable to borrow the same security from another lender.
        When this happens the Fund is required to close out its short
        position at the current market price.



      - Although the Fund's gain is limited to the amount received upon
        selling a security short, its potential loss is unlimited.



      - The Fund might be unable to implement these strategies because of
        the lack of attractive short sale opportunities.


CALAMOS MARKET NEUTRAL FUND
                                                                              25
<PAGE>   35
Market Neutral Fund (formerly named Strategic Income Fund)
[ICON]

DEFAULT RISK.  Default risk refers to the risk that a company who issues a debt
security will be unable to fulfill its obligation to repay principal and
interest. The lower a bond is rated, the greater its default risk.

INTEREST RATE RISK.  Interest rate risk is the risk that the Fund's investments
will decrease in value as a result of an increase in interest rates. Generally,
there is an inverse relationship between the value of a debt security and
interest rates. Therefore, the value of the bonds held by the Fund generally
decrease in periods when interest rates are rising. In addition, interest rate
changes normally have a greater effect on prices of longer-term bonds than
shorter-term bonds.


CONVERTIBLE SECURITIES.  As with all fixed-income securities, the market value
of convertible securities tends to decline as interest rates increase.
Conversely, a convertible's market value increases as interest rates decline.
However, the convertible's market value tends to reflect the market price of the
common stock of the issuing company when that stock price is greater than the
convertible's "conversion price". The conversion price is defined as the
predetermined price at which the convertible could be exchanged for the
associated stock. A convertible security may lose all of its value if the value
of the underlying common stock falls below the conversion price of the security.



As the market price of the underlying common stock declines, the price of the
convertible security tends to be influenced more by the yield of the convertible
security. Thus, it may not decline in price to the same extent as the underlying
common stock. In the event of a liquidation of the issuing company, holders of
convertible securities would be paid before the company's common stock holders.
Consequently, the issuer's convertible securities entail less risk than its
common stock.



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  The Fund's investment in junk
bonds entails a greater risk than an investment in higher-rated securities.
Although junk bonds typically pay higher interest rates than investment-grade
bonds, there is a greater likelihood that the company issuing the junk bond will
default on interest and principal payments. In the event of an issuer's
bankruptcy, claims of other creditors may have priority over the claims of junk
bond holders, leaving few or no assets to repay them. Junk bonds are also more
sensitive to adverse economic changes or individual corporate developments than
higher quality bonds. During a period of adverse economic changes, including a
period of rising interest rates, companies issuing junk bonds may be unable to
make principal and interest payments.


 26
CALAMOS MARKET NEUTRAL FUND
<PAGE>   36

                      Market Neutral Fund (formerly named Strategic Income Fund)
                                                                          [ICON]

RULE 144A SECURITIES.  The Fund may invest without limit in securities that have
been privately placed but are eligible for purchase and sale by certain
qualified institutional buyers such as the Fund under Rule 144A under the
Securities Act of 1933. Under the supervision of the Fund's board of trustees,
we will determine whether securities purchased under Rule 144A are illiquid. The
Fund is restricted to investing no more than 10% of its total assets in
securities that are illiquid, that is, not readily marketable. If qualified
institutional buyers are unwilling to purchase these Rule 144A Securities, the
percent of the Fund's assets invested in illiquid securities would increase.



SYNTHETIC CONVERTIBLE SECURITIES.  The value of a synthetic convertible security
will respond differently to market fluctuations than a convertible security
because a synthetic convertible is composed of two or more separate securities,
each with its own market value. In addition, if the value of the underlying
common stock or the level of the index involved in the convertible component
falls below the exercise price of the warrant or option, the warrant or option
may lose all value.



HOW HAS THE FUND PERFORMED IN THE PAST?


The bar chart and table below provide some indication of the risks of investing
in the Fund by showing changes in the Fund's performance from calendar year to
calendar year and how the Fund's average annual total returns compare with those
of a broad measure of market performance. As always, please note that how the
Fund has performed in the past cannot predict how it will perform in the future.
The information provided in the chart is for Class A shares, and does not
reflect sales charges, which reduce return.

CALAMOS MARKET NEUTRAL FUND
                                                                              27
<PAGE>   37
Market Neutral Fund (formerly named Strategic Income Fund)
[ICON]

TOTAL RETURN -- the return on an investment including income from dividends and
interest as well as appreciation or depreciation in the price of the security
over a given time period.


CALENDAR YEAR PERFORMANCE

[Calamos Market Neutral Fund Bar Chart]

<TABLE>
<CAPTION>
                                                                      CALAMOS MARKET NEUTRAL FUND
                                                                      ---------------------------
<S>                                                           <C>
'1991'                                                                           13.98
'1992'                                                                           11.97
'1993'                                                                           12.13
'1994'                                                                           -7.41
'1995'                                                                           14.46
'1996'                                                                            8.17
'1997'                                                                           14.00
'1998'                                                                           10.04
</TABLE>


For the period included in the bar chart, the Fund's highest return for a
calendar quarter was 6.35% (the 1st quarter of 1991), and the Fund's lowest
return for a calendar quarter was -4.47% (the 2nd quarter of 1994).



The Fund's year-to-date total return as of June 30, 1999 was 5.07%.


AVERAGE ANNUAL TOTAL RETURNS

For periods ended December 31, 1998



<TABLE>
<CAPTION>
                                                                      SINCE CLASS
                                      ONE YEAR       FIVE YEARS        INCEPTION*
- ----------------------------------------------------------------------------------
<S>                                   <C>            <C>              <C>
 CLASS A                                4.82%           6.50%             13.28%
- ----------------------------------------------------------------------------------
 SALOMON BROTHERS 30 DAY TREASURY
 BILLS INDEX#                           4.77%           4.76%              4.47%**
- ----------------------------------------------------------------------------------
 LEHMAN BROTHERS GOVT /CORP. BOND
 INDEX#                                 9.47%           7.30%              9.26%**
- ----------------------------------------------------------------------------------
</TABLE>


* Inception Date for A shares is 9/4/90.

** Index returns are from 9/1/90


#  The Salomon Brothers 30-Day Treasury Bills Index is an unmanaged index
   generally considered representative of the performance of short-term money
   investments. U.S. Treasury bills are backed by the full faith and credit of
   the U.S. Government and offer a guarantee as to the repayment of principal
   and interest at maturity. The Lehman Brothers Government/Corporate Bond Index
   is an unmanaged index comprising intermediate and long-term government and
   investment-grade corporate debt securities. Index returns assume reinvestment
   of dividends and, unlike Fund returns, do not reflect any fees, expenses or
   sales charges.


 28
CALAMOS MARKET NEUTRAL FUND
<PAGE>   38
[MARKET NEUTRAL FUND (formerly named Strategic Income Fund)ICON]

SHAREHOLDER FEES -- fees paid directly from your investment, which include sales
charges and redemption fees that you may pay when you buy or sell shares of the
Fund.

ANNUAL FUND OPERATING EXPENSES -- expenses that cover the costs of operating the
Fund.

MANAGEMENT FEES -- a fee paid to the investment adviser for managing the Fund.

DISTRIBUTION FEES -- fees used to support the Fund's marketing and distribution
efforts, such as advertising and promotion.


WHAT ARE THE FEES AND EXPENSES OF THE FUND?
- --------------------------------------------------------------------------------
The tables below describe the fees and expenses that you may pay if you buy and
hold shares of the Fund. There are shareholder fees which are subtracted
directly from the amount you invest and there are annual operating expenses
which are subtracted each year from the assets in the Fund. Please refer to the
"How Can I Buy Shares?" section of this prospectus for information regarding fee
discounts and waivers.


<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM
YOUR INVESTMENT):                                               CLASS A      CLASS C
- ------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
 MAXIMUM SALES CHARGE (LOAD) ON PURCHASES
 (AS A PERCENTAGE OF OFFERING PRICE)                             4.75%         NONE
- ------------------------------------------------------------------------------------
 MAXIMUM DEFERRED SALES CHARGE (LOAD)
 (AS A PERCENTAGE OF REDEMPTION PROCEEDS)                       NONE(1)          1%
- ------------------------------------------------------------------------------------
 MAXIMUM SALES CHARGE (LOAD) IMPOSED ON
 REINVESTED DIVIDENDS/DISTRIBUTIONS                               NONE         NONE
- ------------------------------------------------------------------------------------
 REDEMPTION FEE(2)                                                NONE         NONE
- ------------------------------------------------------------------------------------
 EXCHANGE FEE                                                     NONE         NONE
- ------------------------------------------------------------------------------------
(1)  The redemption of Class A shares purchased at net asset value under the
     $1,000,000 purchase order privilege may be subject to a contingent deferred
     sales charge of 1% during the first year.
(2)  A service charge of $9 is deducted from proceeds of redemption paid by wire.
- ------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS):
- ------------------------------------------------------------------------------------
 MANAGEMENT FEES                                                  .75%         .75%
- ------------------------------------------------------------------------------------
 DISTRIBUTION (12b-1) FEES                                        .50%        1.00%
- ------------------------------------------------------------------------------------
 OTHER EXPENSES                                                  5.15%**      5.15%
- ------------------------------------------------------------------------------------
 TOTAL ANNUAL OPERATING EXPENSES*                                6.40%        6.40%
- ------------------------------------------------------------------------------------
 FEE WAIVER AND/OR EXPENSE REIMBURSEMENT                         4.30%        4.30%
- ------------------------------------------------------------------------------------
 NET EXPENSES                                                    2.10%        2.10%
- ------------------------------------------------------------------------------------
</TABLE>



*  Pursuant to a written agreement, CALAMOS ASSET MANAGEMENT, INC. ("CAM") has
   voluntarily decided to waive fees and/or reimburse fund expenses so that the
   Total Annual Operating Expenses are limited to 2.00% for Class A shares and
   2.50% for Class C shares. The fee waiver and/or reimbursement is binding on
   CAM through August 31, 2000. "Other Expenses" for Class C shares have been
   estimated since no Class C shares have been issued as of the Fund's fiscal
   year end.



**  Includes .1% related to expenses incurred for dividends paid on short
    positions that are not subject to CAM's expense limitation.


CALAMOS MARKET NEUTRAL FUND
                                                                              29
<PAGE>   39
[MARKET NEUTRAL FUND (formerly named Strategic Income Fund)ICON]

EXAMPLES:

These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

This example shows an investment made and held for one year, three years, five
years and ten years. In each case, we assume that you invest $10,000 in the Fund
for the time periods indicated, and then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:


<TABLE>
<CAPTION>
                       ONE YEAR       THREE YEARS       FIVE YEARS       TEN YEARS
- -----------------------------------------------------------------------------------
<S>                    <C>            <C>               <C>              <C>
 CLASS A                $1,080           $2,266           $3,418           $6,161
- -----------------------------------------------------------------------------------
 CLASS C                $  636           $1,880           $3,090           $5,969
- -----------------------------------------------------------------------------------
</TABLE>


 30
CALAMOS MARKET NEUTRAL FUND
<PAGE>   40

CONVERTIBLE SECURITY --
corporate security (usually a preferred stock or bond) that is exchangeable at
the option of the holder for a fixed number of other securities (usually common
stock) at a set price or formula.

CAPITAL APPRECIATION -- an increase in the market price of an asset, such as
stocks or bonds.
EQUITY -- ownership interest in a corporation in the form of common or preferred
stock.

<TABLE>
<S>          <C>
[GROWTH      Growth Fund
     FUND
    ICON]
</TABLE>


WHAT ARE THE INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES OF THE FUND?

The primary objective of the Growth Fund is long-term capital growth.


In pursuing the Fund's investment objective, we seek out securities that, in our
opinion, are undervalued and offer above-average potential for earnings growth.
The selection process emphasizes earnings growth potential coupled with
financial strength and stability. We anticipate that common stocks will
generally afford the best opportunity for capital growth.



The Fund's portfolio may include securities of well-established companies with
large market capitalizations as well as small, unseasoned companies. Although we
anticipate that the Fund will invest primarily in equity securities, the Fund
may invest in convertible securities, preferred stocks and obligations such as
bonds, debentures and notes that, in our opinion, present opportunities for
capital appreciation.



When buying and selling securities for the Fund, we focus on the issuer's
earnings growth potential coupled with financial strength and stability. We
perform our own fundamental analysis, in addition to depending upon recognized
rating agencies and other sources.



In our analysis, we typically consider the issuer's:



      - financial soundness



      - ability to make interest and dividend payments



      - earnings and cash-flow forecast



      - quality of management



Because the Fund may engage in active and frequent trading of portfolio
securities, the Fund may have higher transaction costs which would affect the
Fund's performance over time. In addition, shareholders may incur taxes on any
realized capital gains.



WHAT ARE THE TYPES OF SECURITIES THE FUND INVESTS IN?



EQUITY SECURITIES.  Equity securities include exchange-traded and over-the-
counter common and preferred stocks, warrants, rights, and depository receipts.
An investment in the equity securities of a company represents a proportionate
ownership interest in that company. Therefore, the Fund participates in the
financial success or failure of any company in which we have an equity interest.
Compared with other asset classes, equity investments have a greater potential
for gain.


CALAMOS GROWTH FUND
                                                                              31
<PAGE>   41

Growth Fund
[ICON]

DEFENSIVE INVESTING.  We may depart from the Fund's principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions without limitation in all types of money
market and short term debt securities, and repurchase agreements. In a
repurchase agreement, the Fund purchases a security and the seller (a bank or
securities dealer) simultaneously agrees to buy back (repurchase) the security
at the same price plus an amount equal to an agreed-upon interest rate, on a
specified date. During periods when we have assumed a temporary defensive
position, the Fund may not be able to achieve its investment objective.



OTHER SECURITIES.  Although not the principal investments or strategies of the
Fund, we may utilize other investments and investment techniques which may
impact performance, including options, warrants, futures and other strategic
transactions. More information about Fund investments and strategies is provided
in the Statement of Additional Information.


WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

The Fund's principal risks include market risk and investment management risk.
Please refer to the discussion of those risks under "The Funds" at the front of
this prospectus.

EQUITY INVESTMENTS.  A substantial portion of the Fund's assets will be invested
in equity securities. Equity investments are subject to greater fluctuations in
market value than other asset classes as a result of such factors as a company's
business performance, investor perceptions, stock market trends and general
economic conditions.

SMALL COMPANY RISK.  Small company stocks have historically been subject to
greater investment risk than large company stocks. The risks generally
associated with small companies include more limited product lines, markets and
financial resources, lack of management depth or experience, dependency on key
personnel and vulnerability to adverse market and economic developments.
Accordingly, the prices of small company stocks tend to be more volatile than
prices of large company stocks. Further, the prices of small company stocks are
often adversely affected by limited trading volumes and the lack of publicly
available information.

 32
CALAMOS GROWTH FUND
<PAGE>   42
                                                                     Growth Fund
                                                                          [ICON]

HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below provide some indication of the risks of investing
in the Fund by showing changes in the Fund's performance from calendar year to
calendar year and how the Fund's average annual total returns compare with those
of a broad measure of market performance. As always, please note that how the
Fund has performed in the past cannot predict how it will perform in the future.
The information provided in the chart is for Class A shares, and does not
reflect sales charges, which reduce return.


CALENDAR YEAR PERFORMANCE

[CALAMOS GROWTH FUND BAR CHART]

<TABLE>
<CAPTION>
                                                                          CALAMOS GROWTH FUND
                                                                          -------------------
<S>                                                           <C>
'1991'                                                                           40.21
'1992'                                                                            1.71
'1993'                                                                            4.36
'1994'                                                                           -5.71
'1995'                                                                           27.50
'1996'                                                                           37.91
'1997'                                                                           24.21
'1998'                                                                           27.31
</TABLE>


For the period included in the bar chart, the Fund's highest return for a
calendar quarter was 31.28% (the 4th quarter of 1998), and the Fund's lowest
return for a calendar quarter was -18.31% (the 3rd quarter of 1998).



The Fund's year-to-date total return as of June 30, 1999 was 19.44%.


CALAMOS GROWTH FUND
                                                                              33
<PAGE>   43
Growth Fund
[ICON]

TOTAL RETURN -- the return on an investment including income from dividends and
interest as well as appreciation or depreciation in the price of the security
over a given time period.

AVERAGE ANNUAL TOTAL RETURNS

For periods ended December 31, 1998



<TABLE>
<CAPTION>
                                                       SINCE CLASS A       SINCE CLASS C
                       ONE YEAR       FIVE YEARS         INCEPTION*         INCEPTION**
- -----------------------------------------------------------------------------------------
<S>                    <C>            <C>              <C>                 <C>
 CLASS A                21.25%          20.07%              17.99%                 --
- -----------------------------------------------------------------------------------------
 CLASS C                26.80%              --                 --              27.47%
- -----------------------------------------------------------------------------------------
 S&P 500 INDEX#         28.57%          24.06%              20.43%***              --
- -----------------------------------------------------------------------------------------
</TABLE>



*  Inception Date for Class A shares is 9/4/90.



** Inception Date for Class C shares is 9/3/96.



***Index returns for the life of Class A shares are from 9/1/90.


#   The S&P 500 Index is an unmanaged index generally considered representative
    of the U.S. stock market. Index returns assume reinvestment of dividends
    and, unlike Fund returns, do not reflect any fees, expenses or sales
    charges.

 34
CALAMOS GROWTH FUND
<PAGE>   44
                                                                     Growth Fund
                                                                          [ICON]

SHAREHOLDER FEES -- fees paid directly from your investment, which include sales
charges and redemption fees that you may pay when you buy or sell shares of the
Fund.
ANNUAL FUND OPERATING EXPENSES -- expenses that cover the costs of operating the
Fund.
MANAGEMENT FEES -- a fee paid to the investment adviser for managing the Fund.
DISTRIBUTION FEES -- fees used to support the Fund's marketing and distribution
efforts, such as advertising and promotion.

WHAT ARE THE FEES AND EXPENSES OF THE FUND?
- --------------------------------------------------------------------------------
The tables below describe the fees and expenses that you may pay if you buy and
hold shares of the Fund. There are shareholder fees which are subtracted
directly from the amount you invest and there are annual operating expenses
which are subtracted each year from the assets in the Fund. Please refer to the
"How Can I Buy Shares?" section of this prospectus for information regarding fee
discounts and waivers.


<TABLE>
<CAPTION>
         SHAREHOLDER FEES (FEES PAID DIRECTLY FROM
                     YOUR INVESTMENT):                          CLASS A      CLASS C
- ------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
 MAXIMUM SALES CHARGE (LOAD) ON PURCHASES
 (AS A PERCENTAGE OF OFFERING PRICE)                             4.75%         NONE
- ------------------------------------------------------------------------------------
 MAXIMUM DEFERRED SALES CHARGE (LOAD)
 (AS A PERCENTAGE OF REDEMPTION PROCEEDS)                         NONE           1%
- ------------------------------------------------------------------------------------
 MAXIMUM SALES CHARGE (LOAD) IMPOSED ON
 REINVESTED DIVIDENDS/DISTRIBUTIONS                               NONE(1)      NONE
- ------------------------------------------------------------------------------------
 REDEMPTION FEE(2)                                                NONE         NONE
- ------------------------------------------------------------------------------------
 EXCHANGE FEE                                                     NONE         NONE
- ------------------------------------------------------------------------------------
(1) The redemption of Class A shares purchased at net asset value under the
    $1,000,000 purchase order privilege may be subject to a contingent deferred
    sales charge of 1% during the first year.
(2) A service charge of $9 is deducted from proceeds of redemption paid by wire.
- ------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS):
- ------------------------------------------------------------------------------------
 MANAGEMENT FEES                                                  .75%         .75%
- ------------------------------------------------------------------------------------
 DISTRIBUTION (12b-1) FEES                                        .50%        1.00%
- ------------------------------------------------------------------------------------
 OTHER EXPENSES                                                  1.15%        1.25%
- ------------------------------------------------------------------------------------
 TOTAL ANNUAL OPERATING EXPENSES*                                2.40%        3.00%
- ------------------------------------------------------------------------------------
 FEE WAIVER AND/OR REIMBURSEMENT                                  .40%         .50%
- ------------------------------------------------------------------------------------
 NET EXPENSES                                                    2.00%        2.50%
- ------------------------------------------------------------------------------------
</TABLE>



*  Pursuant to a written agreement, CALAMOS ASSET MANAGEMENT, INC. ("CAM") has
   voluntarily decided to waive fees and/or reimburse fund expense so that the
   Total Annual Operating Expenses are limited to 2.00% for Class A shares and
   2.50% for Class C shares. The fee waiver and/or reimbursement is binding on
   CAM through August 31, 2000.


CALAMOS GROWTH FUND
                                                                              35
<PAGE>   45
Growth Fund
[ICON]

EXAMPLES:

These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

This example shows an investment made and held for one year, three years, five
years and ten years. In each case, we assume that you invest $10,000 in the Fund
for the time periods indicated, and then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:


<TABLE>
<CAPTION>
                       ONE YEAR       THREE YEARS       FIVE YEARS       TEN YEARS
- -----------------------------------------------------------------------------------
<S>                    <C>            <C>               <C>              <C>
 CLASS A                 $707            $1,188           $1,695           $3,081
- -----------------------------------------------------------------------------------
 CLASS C                 $303            $  927           $1,577           $3,318
- -----------------------------------------------------------------------------------
</TABLE>


 36
CALAMOS GROWTH FUND
<PAGE>   46

CONVERTIBLE SECURITY --
corporate security (usually a preferred stock or bond) that is exchangeable at
the option of the holder for a fixed number of other securities (usually common
stock) at a set price or formula.

CAPITAL APPRECIATION -- an increase in the market price of an asset, such as
stocks or bonds.

<TABLE>
<S>          <C>
[GLOBAL      Global Growth and Income
   GROWTH    Fund
      AND
   INCOME
     FUND
    ICON]
</TABLE>


WHAT ARE THE INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES OF THE FUND?


The primary objective of the Global Growth and Income Fund is high long-term
total return through capital appreciation and current income.

Under normal market conditions the Fund invests at least 65% of its total assets
in a globally diversified portfolio of convertible, equity and fixed-income
securities with equal emphasis on capital appreciation and current income.
Normally the Fund invests in the securities markets of at least three countries,
which may include the United States.


A significant portion of the Fund's assets will be invested in convertible
securities. We believe there are various advantages to buying convertible
securities which include:



      - The potential for capital appreciation if the value of the underlying
        common stock increases



      - The relatively high yield received from dividend or interest payments as
        compared to common stock dividends



      - The relatively lower price volatility as compared to common stock



The Fund seeks to profit from this strategy by receiving interest on the
convertible security and through an increase in the convertible's value. The
convertible's value goes up when the market value of the underlying common stock
increases above the conversion price.



We typically apply a four-step approach when selecting convertible securities
for the Fund, which includes:



      1. Evaluating the default risk of the convertible security using
         traditional credit analysis



      2. Analyzing the convertible's underlying common stock to determine its
         capital appreciation potential



      3. Assessing the risk/return potential of the convertible security



      4. Evaluating the convertible security's impact on the overall composition
         of the Fund and it's diversification strategy


CALAMOS GLOBAL GROWTH AND INCOME FUND
                                                                              37
<PAGE>   47

Global Growth and Income Fund
[ICON]

DEBT OBLIGATION -- a security which is a written promise to repay a debt such as
a bond or note.


In the equity and credit analysis, we generally consider the issuer's:



      - financial soundness



      - ability to make interest and dividend payments



      - earnings and cash-flow forecast



      - quality of management



The Fund's assets not invested in convertible securities are invested in common
stocks that, in our judgment, provide opportunities for long-term capital
appreciation, or in other securities as described below. The Fund generally
invests in securities of companies that are medium-sized and larger relative to
the securities markets of the countries in which those securities are traded.



A significant portion of the Fund's assets will be invested in foreign
securities, and the Fund may invest without limit in high yield fixed-income
securities (often referred to as "junk bonds"). The average term to maturity of
the Fund's fixed income securities will typically range from five to ten years.
The Fund's assets may also be invested in securities that have not been
registered for public sale, but that are eligible for purchase and sale by
certain qualified institutional buyers (Rule 144A securities).



WHAT ARE THE TYPES OF SECURITIES THE FUND INVESTS IN?



FOREIGN SECURITIES.  We may invest up to 100% of the Fund's net assets in
securities of foreign issuers. A foreign issuer is a company organized under the
laws of a foreign country that is principally traded in the financial markets of
a foreign country. Foreign securities do not include securities represented by
American Depository Receipts (ADRs) or securities guaranteed by a U.S. person.
ADRs are traded on U.S. exchanges and represent an ownership interest in a
foreign security. They are generally issued by a U.S. bank as a substitute for
direct ownership of the foreign security. International investing allows the
Fund to achieve greater diversification and to take advantage of changes in
foreign economies and market conditions.



CONVERTIBLE SECURITIES.  Convertible securities include debt obligations and
preferred stock of the company issuing the security, which may be exchanged for
a predetermined price (the conversion price) into the common stock of the
issuer. Convertible securities generally offer lower interest or dividend yields
than non-convertible securities of similar quality.


 38
CALAMOS GLOBAL GROWTH AND INCOME FUND
<PAGE>   48

                                                   Global Growth and Income Fund
                                                                          [ICON]

Many convertible securities are issued with a "call" feature that allows the
issuer of the security to choose when to redeem the security. If a convertible
security held by the Fund is called for redemption, the Fund will be required to
redeem the security, convert it into the underlying common stock, or sell it to
a third party at a time that may be unfavorable to the Fund. Conversely, certain
convertible debt securities may provide a "put option" which entitles the Fund
to make the issuer redeem the security at a premium over the stated principal
amount of the debt security.



SYNTHETIC CONVERTIBLE SECURITIES.  We may also create a "synthetic" convertible
security by combining separate securities that possess the two principal
characteristics of a true convertible security, i.e., fixed-income securities
("fixed-income component") and the right to acquire equity securities
("convertible component"). The fixed-income component is achieved by investing
in non-convertible, fixed-income securities such as bonds, preferred stocks and
money market instruments. The convertible component is achieved by investing in
warrants or options to buy common stock at a certain exercise price, or options
on a stock index.



The Fund may also purchase synthetic securities manufactured by other parties,
typically investment banks, including convertible structured notes. Purchasing
synthetic convertible securities may offer more flexibility than purchasing a
convertible security. Different companies may issue the fixed-income and
convertible components which may be purchased separately, and at different
times.



EQUITY SECURITIES.  Equity securities include exchange-traded and over-the-
counter common and preferred stocks, warrants, rights, and depository receipts.
An investment in the equity securities of a company represents a proportionate
ownership interest in that company. Therefore, the Fund participates in the
financial success or failure of any company in which we have an equity interest.
Compared with other asset classes, equity investments have a greater potential
for gain.



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  The Fund may invest without
limit in convertible and non-convertible debt securities rated BB or lower by
Standard & Poor's Corporation, or Ba or lower by Moody's Investor Services,
Inc., and in securities that are not rated but are considered by us to be of
similar quality (commonly called "junk" bonds). The Fund will not, however,
acquire a security rated below C.


CALAMOS GLOBAL GROWTH AND INCOME FUND
                                                                              39
<PAGE>   49

Global Growth and Income Fund
[ICON]

DEFENSIVE INVESTING.  We may depart from the Fund's principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions without limitation in all types of money
market and short term debt securities, and repurchase agreements. In a
repurchase agreement, the Fund purchases a security and the seller (a bank or
securities dealer) simultaneously agrees to buy back (repurchase) the security
at the same price plus an amount equal to an agreed-upon interest rate, on a
specified date. During periods when we have assumed a temporary defensive
position, the Fund may not be able to achieve its investment objective.



OTHER SECURITIES.  Although not the principal investments or strategies of the
Fund, we may utilize other investments and investment techniques which may
impact performance, including options, warrants, futures and other strategic
transactions. More information about Fund investments and strategies is provided
in the Statement of Additional Information.


WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?


The Fund's principal risks include market risk and investment management risk.
Please refer to the discussion of those risks under "The Funds" at the front of
this prospectus.



FOREIGN SECURITIES.  We may invest up to 100% of the Fund's net assets in
securities of foreign issuers. There are special risks associated with investing
in foreign securities that are not typically associated with investing in U. S.
companies. These risks include fluctuations in the exchange rates of foreign
currencies that may affect the U.S. dollar value of a security, and the
possibility of substantial price volatility as a result of political and
economic instability in the foreign country. Other risks of investing in foreign
securities include: less public information about issuers of securities,
different securities regulation, different accounting, auditing and financial
reporting standards, and less liquidity in foreign markets than in U.S. markets.


DEFAULT RISK.  Default risk refers to the risk that a company who issues a debt
security will be unable to fulfill its obligation to repay principal and
interest. The lower a bond is rated, the greater its default risk.

 40
CALAMOS GLOBAL GROWTH AND INCOME FUND
<PAGE>   50

                                                   Global Growth and Income Fund
                                                                          [ICON]

MARKET PRICE -- the last reported sales price of a security (if on an exchange)
or the last bid and ask prices if the security is traded over-the-counter.
EQUITY -- ownership interest in a corporation in the form of common or preferred
stock.

INTEREST RATE RISK.  Interest rate risk is the risk that the Fund's investments
will decrease in value as a result of an increase in interest rates. Generally,
there is an inverse relationship between the value of a debt security and
interest rates. Therefore, the value of the bonds held by the Fund generally
decrease in periods when interest rates are rising. In addition, interest rate
changes normally have a greater effect on prices of longer-term bonds than
shorter-term bonds.


CONVERTIBLE SECURITIES.  As with all fixed-income securities, the market value
of convertible securities tends to decline as interest rates increase.
Conversely, a convertible's market value increases as interest rates decline.
However, the convertible's market value tends to reflect the market price of the
common stock of the issuing company when that stock price is greater than the
convertible's "conversion price". The conversion price is defined as the
predetermined price at which the convertible could be exchanged for the
associated stock. A convertible security may lose all of its value if the value
of the underlying common stock falls below the conversion price of the security.



As the market price of the underlying common stock declines, the price of the
convertible security tends to be influenced more by the yield of the convertible
security. Thus, it may not decline in price to the same extent as the underlying
common stock. In the event of a liquidation of the issuing company, holders of
convertible securities would be paid before the company's common stock holders.
Consequently, the issuer's convertible securities entail less risk than its
common stock.


EQUITY INVESTMENTS.  Equity investments are subject to greater fluctuations in
market value than other asset classes as a result of such factors as a company's
business performance, investor perceptions, stock market trends and general
economic conditions. Smaller companies are especially sensitive to these
factors, and therefore may experience more price volatility than larger
companies.


RULE 144A SECURITIES.  The Fund may invest without limit in securities that have
been privately placed but are eligible for purchase and sale by certain
qualified institutional buyers such as the Fund under Rule 144A under the
Securities Act of 1933. Under the supervision of the Fund's board of trustees,
we will determine whether securities purchased under Rule 144A are illiquid. The
Fund is restricted to investing no more than 15% of its total assets in
securities that are illiquid, that is, not readily marketable. If qualified
institutional buyers are unwilling to purchase these Rule 144A Securities, the
percent of the Fund's assets invested in illiquid securities would increase.


CALAMOS GLOBAL GROWTH AND INCOME FUND
                                                                              41
<PAGE>   51

Global Growth and Income Fund
[ICON]

HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  The Fund's investment in junk
bonds entails a greater risk than an investment in higher-rated securities.
Although junk bonds typically pay higher interest rates than investment-grade
bonds, there is a greater likelihood that the company issuing the junk bond will
default on interest and principal payments. In the event of an issuer's
bankruptcy, claims of other creditors may have priority over the claims of junk
bond holders, leaving few or no assets to repay them. Junk bonds are also more
sensitive to adverse economic changes or individual corporate developments than
higher quality bonds. During a period of adverse economic changes, including a
period of rising interest rates, companies issuing junk bonds may be unable to
make principal and interest payments.



SYNTHETIC CONVERTIBLE SECURITIES.  The value of a synthetic convertible security
will respond differently to market fluctuations than a convertible security
because a synthetic convertible is composed of two or more separate securities,
each with its own market value. In addition, if the value of the underlying
common stock or the level of the index involved in the convertible component
falls below the exercise price of the warrant or option, the warrant or option
may lose all value.


HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below provide some indication of the risks of investing
in the Fund by showing changes in the Fund's performance from calendar year to
calendar year and how the Fund's average annual total returns compare with those
of a broad measure of market performance. As always, please note that how the
Fund has performed in the past cannot predict how it will perform in the future.
The information provided in the chart is for Class A shares, and does not
reflect sales charges, which reduce return.

 42
CALAMOS GLOBAL GROWTH AND INCOME FUND
<PAGE>   52

                                                   Global Growth and Income Fund
                                                                          [ICON]

CALENDAR YEAR PERFORMANCE

[Global Growth/Income Fund Bar Chart]

<TABLE>
<CAPTION>
                                                                 CALAMOS GLOBAL GROWTH & INCOME FUND %
                                                                 -------------------------------------
<S>                                                           <C>
'1997'                                                                           18.34
'1998'                                                                           14.09
</TABLE>


For the period included in the bar chart, the Fund's highest return for a
calendar quarter was 13.03% (the 2nd quarter of 1997), and the Fund's lowest
return for a calendar quarter was -11.91% (the 3rd quarter of 1998).



The Fund's year-to-date total return as of June 30, 1999 was 11.01%.


CALAMOS GLOBAL GROWTH AND INCOME FUND
                                                                              43
<PAGE>   53
Global Growth and Income Fund
[ICON]

TOTAL RETURN -- the return on an investment including income from dividends and
interest as well as appreciation or depreciation in the price of the security
over a given time period.

AVERAGE ANNUAL TOTAL RETURNS

For periods ended December 31, 1998



<TABLE>
<CAPTION>
                                                   SINCE CLASS A       SINCE CLASS C
                                    ONE YEAR         INCEPTION*         INCEPTION**
- -------------------------------------------------------------------------------------
<S>                                 <C>            <C>                 <C>
 CLASS A                              8.59%            14.09%                  --
- -------------------------------------------------------------------------------------
 CLASS C                             13.51%                --              16.29%
- -------------------------------------------------------------------------------------
 MORGAN STANLEY CAPITAL
 INTERNATIONAL WORLD INDEX#          24.80%             21.6%***               --
- -------------------------------------------------------------------------------------
</TABLE>



*   Inception date for Class A shares is 9/9/96.



**  Inception date for Class C shares is 9/24/96.



***  Index returns for the life of Class A shares are from 9/1/96.


#   The Morgan Stanley Capital International World Index is an unmanaged equity
    index that is an arithmetic, market value-weighted average of the
    performance of over 1,460 securities listed on stock exchanges around the
    world. Index returns assume reinvestment of dividends and, unlike Fund
    returns, do not reflect any fees, expenses or sales charges.

 44
CALAMOS GLOBAL GROWTH AND INCOME FUND
<PAGE>   54
                                                   Global Growth and Income Fund
                                                                          [ICON]

SHAREHOLDER FEES -- fees paid directly from your investment, which include sales
charges and redemption fees that you may pay when you buy or sell shares of the
Fund.
ANNUAL FUND OPERATING EXPENSES -- expenses that cover the costs of operating the
Fund.
MANAGEMENT FEES -- a fee paid to the investment adviser for managing the Fund.
DISTRIBUTION FEES -- fees used to support the Fund's marketing and distribution
efforts, such as advertising and promotion.

WHAT ARE THE FEES AND EXPENSES OF THE FUND?
- --------------------------------------------------------------------------------
The tables below describe the fees and expenses that you may pay if you buy and
hold shares of the Fund. There are shareholder fees which are subtracted
directly from the amount you invest and there are annual operating expenses
which are subtracted each year from the assets in the Fund. Please refer to the
"How Can I Buy Shares?" section of this prospectus for information regarding fee
discounts and waivers.


<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM
YOUR INVESTMENT):                                               CLASS A      CLASS C
- ------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
 MAXIMUM SALES CHARGE (LOAD) ON PURCHASES
 (AS A PERCENTAGE OF OFFERING PRICE)                             4.75%         NONE
- ------------------------------------------------------------------------------------
 MAXIMUM DEFERRED SALES CHARGE (LOAD)
 (AS A PERCENTAGE OF REDEMPTION PROCEEDS)                         NONE(1)        1%
- ------------------------------------------------------------------------------------
 MAXIMUM SALES CHARGE (LOAD) IMPOSED
 ON REINVESTED DIVIDENDS/DISTRIBUTIONS                            NONE         NONE
- ------------------------------------------------------------------------------------
 REDEMPTION FEE(2)                                                NONE         NONE
- ------------------------------------------------------------------------------------
 EXCHANGE FEE                                                     NONE         NONE
- ------------------------------------------------------------------------------------
(1)  The redemption of Class A shares purchased at net asset value under the
     $1,000,000 purchase order privilege may be subject to a contingent deferred
     sales charge of 1% during the first year.
(2)  A service charge of $9 is deducted from proceeds of redemption paid by wire.
- ------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS):
- ------------------------------------------------------------------------------------
 MANAGEMENT FEES                                                  .75%         .75%
- ------------------------------------------------------------------------------------
 DISTRIBUTION (12b-1) FEES                                        .50%        1.00%
- ------------------------------------------------------------------------------------
 OTHER EXPENSES                                                  1.95%        2.25%
- ------------------------------------------------------------------------------------
 TOTAL ANNUAL OPERATING EXPENSES*                                3.20%        4.00%
- ------------------------------------------------------------------------------------
 FEE WAIVER AND/OR EXPENSE REIMBURSEMENT                         1.20%        1.50%
- ------------------------------------------------------------------------------------
 NET EXPENSES                                                    2.00%        2.50%
- ------------------------------------------------------------------------------------
</TABLE>



*  Pursuant to a written agreement, CALAMOS ASSET MANAGEMENT, INC. ("CAM") has
   voluntarily decided to waive fees and/or reimburse fund expense so that the
   Total Annual Operating Expenses are limited to 2.00% for Class A shares and
   2.50% for Class C shares. The fee waiver and/or reimbursement is binding on
   CAM through August 31, 2000.


CALAMOS GLOBAL GROWTH AND INCOME FUND
                                                                              45
<PAGE>   55
Global Growth and Income Fund
[ICON]

EXAMPLES:

These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

This example shows an investment made and held for one year, three years, five
years and ten years. In each case, we assume that you invest $10,000 in the Fund
for the time periods indicated, and then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:


<TABLE>
<CAPTION>
                       ONE YEAR       THREE YEARS       FIVE YEARS       TEN YEARS
- -----------------------------------------------------------------------------------
<S>                    <C>            <C>               <C>              <C>
 CLASS A                 $783            $1,414           $2,069           $3,812
- -----------------------------------------------------------------------------------
 CLASS C                 $402            $1,218           $2,051           $4,206
- -----------------------------------------------------------------------------------
</TABLE>


 46
CALAMOS GLOBAL GROWTH AND INCOME FUND
<PAGE>   56

YIELD -- the annual return of an investment, expressed as a percentage. For
bonds and notes, it is the coupon rate (interest rate) divided by the market
price.

<TABLE>
<S>          <C>
[HIGH        High Yield Fund
    YIELD
     FUND
    ICON]
</TABLE>


WHAT ARE THE INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES OF THE FUND?


The primary objective of the High Yield Fund is the highest level of current
income obtainable with reasonable risk. Its secondary objective is capital gain
where consistent with the Fund's primary objective.


The Fund invests mainly in a diversified portfolio of high yield fixed-income
securities (often referred to as "junk bonds") issued by both U.S. and foreign
companies. Under normal market conditions, we invest at least 65% of the Fund's
total assets in high yield, fixed-income securities (junk bonds).



The Fund may invest without limit in high yield fixed-income securities (junk
bonds). The average term to maturity of the Fund's fixed-income securities will
typically range from five to ten years. The Fund may invest up to 25% of its net
assets in foreign securities. The Fund's assets may also be invested in
securities that have not been registered for public sale, but that are eligible
for purchase and sale by certain qualified institutional buyers (Rule 144A
Securities).



The high yield fixed-income securities ("junk bonds") in which the Fund intends
to invest have lower credit ratings than investment grade securities [those
rated BBB or higher by Standard and Poor's Corporation ("S&P") or Baa or higher
by Moody's Investors Service, Inc. ("Moody's")]. However, junk bonds typically
offer a significantly higher yield, as well as greater risks, than investment
grade securities. The Fund may invest in both convertible and non-convertible
high yield bonds. Convertible debt securities are exchangeable for equity
securities of the issuer at a predetermined price, and typically offer greater
appreciation potential than non-convertible debt securities.



The ratings of S&P and Moody's are used only as preliminary indicators of
investment quality. We also use our own credit research and analysis.



Achievement of the Fund's investment objectives will be more dependent on our
credit analysis than would be the case if the Fund were investing in higher-
quality debt securities. Our analyses may take into consideration such
quantitative factors as an issuer's present and potential liquidity,
profitability, internal capability to generate funds, debt/equity ratio and debt
servicing capabilities, and such qualitative factors as an assessment of
management, industry characteristics, accounting methodology, and foreign
business exposure.



The portion of the Fund's assets that is not invested in junk bonds may be
invested in equity securities, higher rated fixed-income securities, and other
securities as described below.


CALAMOS HIGH YIELD FUND
                                                                              47
<PAGE>   57

High Yield Fund
[ICON]

DEBT OBLIGATION -- a security which is a written promise to repay a debt such as
a bond or note.


WHAT ARE THE TYPES OF SECURITIES THE FUND INVESTS IN?



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  As discussed above, the Fund
may invest without limit in convertible and non-convertible debt securities
rated BB or lower by S&P, or Ba or lower by Moody's, and in securities that are
not rated but are considered by us to be of similar quality.



CONVERTIBLE SECURITIES.  Convertible securities include debt obligations and
preferred stock of the company issuing the security, which may be exchanged for
a predetermined price (the conversion price) into the common stock of the
issuer. Convertible securities generally offer lower interest or dividend yields
than non-convertible securities of similar quality. Many convertible securities
are issued with a "call" feature that allows the issuer of the security to
choose when to redeem the security. If a convertible security held by the Fund
is called for redemption, the Fund will be required to redeem the security;
convert it into the underlying common stock; or sell it to a third party at a
time that may be unfavorable to the Fund. Conversely, certain convertible debt
securities may provide a "put option" which entitle the Fund to make the issuer
redeem the security at a premium over the stated principal amount of the debt
security.



SYNTHETIC CONVERTIBLE SECURITIES.  We may also create a "synthetic" convertible
security by combining separate securities that possess the two principal
characteristics of a true convertible security, i.e., fixed-income securities
("fixed-income component") and the right to acquire equity securities
("convertible component"). The fixed-income component is achieved by investing
in non-convertible, fixed-income securities such as bonds, preferred stocks and
money market instruments. The convertible component is achieved by investing in
warrants or options to buy common stock at a certain exercise price, or options
on a stock index. The Fund may also purchase synthetic securities manufactured
by other parties, typically investment banks, including convertible structured
notes. Purchasing synthetic convertible securities may offer more flexibility
than purchasing a convertible security. Different companies may issue the fixed-
income and convertible components which may be purchased separately, and at
different times.



FOREIGN SECURITIES.  We may invest up to 25% of the Fund's net assets in
securities of foreign issuers. A foreign issuer is a company organized under the
laws of a foreign country that is principally traded in the financial markets of
a foreign country. For purposes of the 25% limitation, foreign securities do not
include securities represented by American Depository Receipts (ADRs) or
securities guaranteed by a U.S. person. ADRs are traded on U.S. exchanges and
represent an ownership interest in a foreign security. They are generally issued


 48
CALAMOS HIGH YIELD FUND
<PAGE>   58

                                                                 High Yield Fund
                                                                          [ICON]

by a U.S. bank as a substitute for direct ownership of the foreign security.
International investing allows the Fund to achieve greater diversification and
to take advantage of changes in foreign economies and market conditions.



DEFENSIVE INVESTING.  We may depart from the Fund's principal investment
strategies in response to adverse market, economic or political conditions by
taking temporary defensive positions without limitation in all types of money
market and short term debt securities, and repurchase agreements. In a
repurchase agreement, the Fund purchases a security and the seller (a bank or
securities dealer) simultaneously agrees to buy back (repurchase) the security
at the same price plus an amount equal to an agreed-upon interest rate, on a
specified date. During periods when we have assumed a temporary defensive
position, the Fund may not be able to achieve its investment objective.



OTHER SECURITIES.  Although not the principal investments or strategies of the
Fund, we may utilize other investments and investment techniques which may
impact performance, including options, warrants, futures and other strategic
transactions. More information about Fund investments and strategies is provided
in the Statement of Additional Information.



WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?



The Fund's principal risks include market risk and investment management risk.
Please refer to the discussion of those risks under "The Funds" at the front of
this prospectus.



HIGH YIELD FIXED-INCOME SECURITIES (JUNK BONDS).  As mentioned above, at least
65% of the Fund's total assets will be invested in junk bonds. The Fund's
investment in junk bonds entails a greater risk than an investment in higher-
rated securities. Although junk bonds typically pay higher interest rates than
investment-grade bonds, there is a greater likelihood that the company issuing
the junk bonds will default on interest and principal payments. In the event of
an issuer's bankruptcy, claims of other creditors may have priority over the
claims of junk bond holders, leaving few or no assets to repay them. Junk bonds
are also more sensitive to adverse economic changes or individual corporate
developments than higher quality bonds. During a period of adverse economic
changes, including a period of rising interest rates, companies issuing junk
bonds may be unable to make principal and interest payments.



DEFAULT RISK.  Default risk refers to the risk that a company who issues a debt
security will be unable to fulfill its obligation to repay principal and
interest. The lower a bond is rated, the greater its default risk.


CALAMOS HIGH YIELD FUND
                                                                              49
<PAGE>   59

High Yield Fund
[ICON]

MARKET PRICE -- the last reported sales price of a security (if on an exchange)
or the last bid and ask prices if the security is traded over-the-counter.


INTEREST RATE RISK.  Interest rate risk is the risk that the Fund's investments
will decrease in value as a result of an increase in interest rates. Generally,
there is an inverse relationship between the value of a debt security and
interest rates. Therefore, the value of the bonds held by the Fund generally
decrease in periods when interest rates are rising. In addition, interest rate
changes normally have a greater effect on prices of longer-term bonds than
shorter-term bonds.



CONVERTIBLE SECURITIES.  As with all fixed-income securities, the market value
of convertible securities tends to decline as interest rates increase.
Conversely, a convertible's market value increases as interest rates decline.
However, the convertible's market value tends to reflect the market price of the
common stock of the issuing company when that stock price is greater than the
convertible's "conversion price". The conversion price is defined as the
predetermined price at which the convertible could be exchanged for the
associated stock. A convertible security may lose all of its value if the value
of the underlying stock falls below the conversion price of the security.



As the market price of the underlying common stock declines, the price of the
convertible security tends to be influenced more by the yield of the convertible
security. Thus, it may not decline in price to the same extent as the underlying
common stock. In the event of a liquidation of the issuing company, holders of
convertible securities would be paid before the company's common stock holders.
Consequently, the issuer's convertible securities entail less risk than its
common stock.



RULE 144A SECURITIES.  The Fund may invest without limit in securities that have
been privately placed but are eligible for purchase and sale by certain
qualified institutional buyers such as the Fund under Rule 144A under the
Securities Act of 1933. Under the supervision of the Fund's board of trustees,
we will determine whether securities purchased under Rule 144A are illiquid. The
Fund is restricted to investing no more than 10% of its total assets in
securities that are illiquid, that is, not readily marketable. If qualified
institutional buyers are unwilling to purchase these Rule 144A Securities, the
percent of the Fund's assets invested in illiquid securities would increase.



FOREIGN SECURITIES.  We may invest up to 25% of the Fund's net assets in the
securities of foreign issuers. There are special risks associated with investing
in foreign securities that are not typically associated with investing in U. S.
companies. These risks include fluctuations in the exchange rates of foreign
currencies that may affect the U.S. dollar value of a security, and the
possibility of substantial price volatility as a result of political and
economic instability in


 50
CALAMOS HIGH YIELD FUND
<PAGE>   60

                                                                 High Yield Fund
                                                                          [ICON]

the foreign country. Other risks of investing in foreign securities include:
less public information about issuers of securities, different securities
regulation, different accounting, auditing and financial reporting standards,
and less liquidity in foreign markets than in U.S. markets.



SYNTHETIC CONVERTIBLE SECURITIES.  The value of a synthetic convertible security
will respond differently to market fluctuations than a convertible security
because a synthetic convertible is composed of two or more separate securities,
each with its own market value. In addition, if the value of the underlying
common stock or the level of the index involved in the convertible component
falls below the exercise price of the warrant or option, the warrant or option
may lose all value.



Please note that performance information has not been presented for the Fund
since the Fund has not been in existence for at least one calendar year.


CALAMOS HIGH YIELD FUND
                                                                              51
<PAGE>   61
[HIGH YIELD FUND ICON]

SHAREHOLDER FEES -- fees paid directly from your investment, which include sales
charges and redemption fees that you may pay when you buy or sell shares of the
Fund.

ANNUAL FUND OPERATING EXPENSES -- expenses that cover the costs of operating the
Fund.

MANAGEMENT FEES -- a fee paid to the investment adviser for managing the Fund.

DISTRIBUTION FEES -- fees used to support the Fund's marketing and distribution
efforts, such as advertising and promotion.

WHAT ARE THE FEES AND EXPENSES OF THE FUND?
- --------------------------------------------------------------------------------
The tables below describe the fees and expenses that you may pay if you buy and
hold shares of the Fund. There are shareholder fees which are subtracted
directly from the amount you invest and there are annual operating expenses
which are subtracted each year from the assets in the Fund. Please refer to the
"How Can I Buy Shares?" section of this prospectus for information regarding fee
discounts and waivers.


<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):     CLASS A      CLASS C
- ------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
 Maximum Sales Charge (Load) on Purchases
 (as a percentage of offering price)                             4.75%         None
- ------------------------------------------------------------------------------------
 Maximum Deferred Sales Charge (Load)
 (as a percentage of redemption proceeds)                         None(1)        1%
- ------------------------------------------------------------------------------------
 Maximum Sales Charge (Load) Imposed on
 Reinvested Dividends/Distributions                               None         None
- ------------------------------------------------------------------------------------
 Redemption Fee(2)                                                None         None
- ------------------------------------------------------------------------------------
 Exchange Fee                                                     None         None
- ------------------------------------------------------------------------------------
</TABLE>



(1)  The redemption of Class A shares purchased at net asset value under the
     $1,000,000 purchase order privilege may be subject to a contingent deferred
     sales charge of 1% during the first year.



(2)  A service charge of $9 is deducted from proceeds of redemption paid by
     wire.


- --------------------------------------------------------------------------------

<TABLE>
<S>                                                             <C>          <C>
ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS):
- ------------------------------------------------------------------------------------
 Management Fees                                                  .75%         .75%
- ------------------------------------------------------------------------------------
 DISTRIBUTION (12b-1) FEES                                        .50%        1.00%
- ------------------------------------------------------------------------------------
 Other Expenses*                                                 6.31%        6.96%
- ------------------------------------------------------------------------------------
 Total Annual Operating Expenses**                               7.56%        8.71%
- ------------------------------------------------------------------------------------
 Fee Waiver and/or Expense Reimbursement                         5.56%        6.21%
- ------------------------------------------------------------------------------------
 Net Expenses                                                    2.00%        2.50%
- ------------------------------------------------------------------------------------
</TABLE>



*  "Other Expenses" are based on estimated amounts for the current fiscal year.
   The Fund is expected to commence operations on or about August 2, 1999.



**  Pursuant to a written agreement, CALAMOS ASSET MANAGEMENT, INC. ("CAM") has
    voluntarily decided to waive fees and/or reimburse fund expense so that the
    Total Annual Operating Expenses are limited to 2.00% for Class A shares and
    2.50% for Class C shares. The fee waiver and/or reimbursement is binding on
    CAM through August 31, 2000.


 52
CALAMOS HIGH YIELD FUND
<PAGE>   62
[HIGH YIELD FUND ICON]

EXAMPLES:

These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.


This example shows an investment made and held for one year and three years. In
each case, we assume that you invest $10,000 in the Fund for the time periods
indicated, and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:



<TABLE>
<CAPTION>
                                                ONE YEAR          THREE YEARS
- ------------------------------------------------------------------------------
<S>                                             <C>               <C>
 CLASS A                                         $1,186              $2,553
- ------------------------------------------------------------------------------
 CLASS C                                         $  855              $2,471
- ------------------------------------------------------------------------------
</TABLE>


CALAMOS HIGH YIELD FUND
                                                                              53
<PAGE>   63

<TABLE>
<S>          <C>
[FUND        Fund Facts
    FACTS
    ICON]
</TABLE>

WHO MANAGES THE FUNDS?
- --------------------------------------------------------------------------------


The Fund's investments are managed by CALAMOS ASSET MANAGEMENT, INC. ("CAM"),
1111 E. Warrenville Road, Naperville, IL. On March 31, 1999, CAM managed
approximately $3.6 billion in assets of individuals and institutions. CAM is
controlled by John P. Calamos, who has been engaged in the investment advisory
business since 1977.


Subject to the overall authority of the board of trustees, CAM provides
continuous investment supervision and management to the Funds under a management
agreement and also furnishes office space, equipment and management personnel.
For these services, each Fund pays CAM a fee based on average daily net assets
that is accrued daily and paid on a monthly basis. The fee paid by Growth Fund
is at the annual rate of 1% of the first $150 million of average net assets and
 .75% of average net assets in excess of $150 million. The fee paid by Global
Growth and Income Fund is at the annual rate of 1% of average net assets. The
fee paid by High Yield Fund is at the annual rate of .75% of average net assets.
The fee paid by each other Fund is at the annual rate of .75% of the first $150
million of average net assets and .50% of average net assets in excess of $150
million.


CAM has voluntarily agreed to limit the annual ordinary operating expenses of
each Fund, as a percentage of the average net assets of the particular class of
shares, to 2.00% for Class A shares and 2.50% for Class C shares through August
31, 2000.



John P. Calamos and Nick P. Calamos are responsible for managing the portfolios
of Convertible Fund, Growth and Income Fund, Global Growth and Income Fund and
High Yield Fund; John P. Calamos and John P. Calamos Jr. are primarily
responsible for the day-to-day management of the portfolios of Market Neutral
Fund and Growth Fund. During the past five years, John P. Calamos has been
president and a trustee of the Trust and president of CAM and CALAMOS FINANCIAL
SERVICES, INC. ("CFS") an affiliate of CAM; John P. Calamos, Jr. has been a
portfolio manager of CAM; and Nick P. Calamos has been vice president of the
Trust, a trustee of the Trust since 1997 and a managing director of CAM and CFS.


 54
CALAMOS FAMILY OF FUNDS
<PAGE>   64
                                                                      Fund Facts
                                                                  [CALAMOS ICON]

HOW CAN I BUY SHARES?
- --------------------------------------------------------------------------------

This prospectus offers two classes of shares, Class A and C. The different
classes of shares are investments in the same portfolio of securities, but each
class of shares has different expenses and will likely have different share
prices.

You may purchase Fund shares in either of the following ways:

<TABLE>
<S>                <C>
Class A Shares     The offering price of a Class A share is the net
                   asset value plus an initial sales charge. The
                   maximum sales charge is 4.75% of the offering price.
                   Reduced sales charges are available for purchases of
                   $50,000 or more. A distribution fee (Rule 12b-1,
                   explained below) is also applied to Class A shares.

Class C Shares     The offering price of a Class C share is the net
                   asset value with no initial sales charge. A
                   distribution fee (Rule 12b-1, explained below) and a
                   1% contingent deferred sales charge on shares sold
                   within one year of purchase are applied to Class C
                   shares. The change will not be applied to the
                   purchase of shares from the reinvestment of
                   dividends or capital gains distributions.
</TABLE>

You may buy shares of the Funds by contacting the securities broker-dealer or
other financial services firm who gave you this prospectus. When you buy shares,
be sure to specify whether you want Class A or Class C shares.

The table above summarizes the main differences between Class A and Class C
shares, which lie primarily in their initial and contingent deferred sales
charge structures and their distribution fees. Each class has distinct
advantages and disadvantages for different investors, and you may choose the
class that best suits your circumstances and objectives.

DISTRIBUTION AND SERVICE (RULE 12b-1) PLAN

The Funds have a Distribution and Service Plan or "12b-1 Plan". Under the plan,
both Class A and C shares pay a service fee of .25% of the average daily net
assets of their respective class. Each Fund also pays a distribution fee of .25%
for Class A shares and .75% for Class C shares.

Since the Fund's assets are used to pay 12b-1 fees on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than other types of sales charges. Consequently, long-term shareholders

CALAMOS FAMILY OF FUNDS
                                                                              55
<PAGE>   65

Fund Facts
[CALAMOS ICON]

RIGHT OF ACCUMULATION -- you can pay the sales charge that applies to the higher
of the cost or value of your CALAMOS FAMILY OF FUNDS shares owned.
LETTER OF INTENT -- you can pay the sales charge that applies to the total of
all the CALAMOS FAMILY OF FUNDS shares you agree to buy within a 13-month
period.

eventually may pay more than the economic equivalent of the maximum initial
charges permitted by the National Association of Securities Dealers (NASD).

HOW MUCH DOES IT COST TO BUY CLASS A SHARES?

Class A shares are sold at the net asset value per share plus an initial sales
charge. The sales charge varies depending on the amount of your purchase, as
follows:

<TABLE>
<CAPTION>
                                                 SALES CHARGE
                                         ----------------------------
                                           AS A % OF      AS A % OF
                                          NET AMOUNT       OFFERING
                                           INVESTED         PRICE
- ---------------------------------------------------------------------
<S>                                      <C>             <C>
 LESS THAN $50,000                           4.99%          4.75%
- ---------------------------------------------------------------------
 $50,000 BUT LESS THAN $100,000               4.44           4.25
- ---------------------------------------------------------------------
 $100,000 BUT LESS THAN $250,000              3.63           3.50
- ---------------------------------------------------------------------
 $250,000 BUT LESS THAN $500,000              2.56           2.50
- ---------------------------------------------------------------------
 $500,000 BUT LESS THAN $1,000,000            2.04           2.00
- ---------------------------------------------------------------------
 $1,000,000 OR MORE                          NONE*          NONE*
- ---------------------------------------------------------------------
</TABLE>

* Redemption of shares may be subject to a contingent deferred sales charge as
  discussed below.

HOW CAN I REDUCE SALES CHARGES FOR CLASS A PURCHASES?

RIGHTS OF ACCUMULATION.  If you already own shares in a Fund, you may add the
value of those shares to the value of any new investment. Then, the sales charge
for the new shares will be figured at the rate in the table above that applies
to the combined value of your current and new investment. To determine the value
of the shares of your current investment, you can use either the current public
offering price or the actual price you paid, whichever is greater.

STATEMENT OF INTENTION.  You can purchase additional Class A shares of any of
the Funds over a 13-month period and receive the same sales charge as if you had
purchased all the shares at once under a Letter of Intent. A Letter of Intent
does not obligate you to purchase or sell additional Class A shares. A price
adjustment is made according to the actual amount purchased within the 13-month
period.

 56
CALAMOS FAMILY OF FUNDS
<PAGE>   66
                                                                      Fund Facts
                                                                  [CALAMOS ICON]

NET ASSET VALUE -- the dollar value of a single mutual fund share based on the
market value of the Fund's total assets after deducting liabilities, divided by
the number of shares outstanding.

$1,000,000 PURCHASE ORDER.  You may purchase Class A shares of a Fund at net
asset value without a sales charge provided that the total amount invested in
the Fund or other Funds totals at least $1,000,000. With a $1,000,000 purchase
order, you will pay a contingent deferred sales charge of 1% on shares that are
sold within one year after purchase, excluding shares purchased from the
reinvestment of dividends or capital gains distributions.

EXCHANGE PRIVILEGE.  You may exchange Class A shares of a Fund for Class A
shares of another Fund with no sales charge. Class C shares of a Fund can also
be exchanged for Class C share of another Fund with no contingent deferred sales
charge. YOU MAY NOT MAKE MORE THAN FOUR EXCHANGES FROM ANY FUND DURING ANY
CALENDAR YEAR. AN EXCHANGE TRANSACTION IS CONSIDERED A SALE AND PURCHASE OF
SHARES FOR FEDERAL INCOME TAX PURPOSES AND MAY RESULT IN CAPITAL GAIN OR LOSS.

HOW CAN I PURCHASE CLASS A SHARES WITHOUT A SALES CHARGE?

Class A shares of a Fund may be purchased at net asset value, with no initial
sales charge, under the following scenarios:

(a) any investor buying shares that have been recommended by an investment
consultant to whom you pay a fee for services relating to investment selection;


(b) any investor buying shares through an investment advisory account with
CALAMOS ASSET MANAGEMENT, INC. or through a brokerage account with CALAMOS
FINANCIAL SERVICES, INC. (CFS) over which CFS has investment discretion;


(c) any investor buying shares in a non-discretionary, non-advisory,
asset-based-fee brokerage account of a broker-dealer having a selling group
agreement with CFS;

(d) any investor buying shares by exchange of Cash Account Shares or Summit Fund
Shares previously purchased through use of the exchange privilege;

(e) any employee benefit plan having more than 200 eligible employees or a
minimum of $1 million of plan assets invested in the Funds;

(f) any employee benefit plan buying shares through an intermediary that has
signed a participation agreement with CFS specifying certain asset minimums and
qualifications, and marketing, program and trading restrictions;

CALAMOS FAMILY OF FUNDS
                                                                              57
<PAGE>   67
Fund Facts
[CALAMOS ICON]

(g) any insurance company separate account used to fund annuity contracts for
employee benefit plans having a total of more than 200 eligible employees or a
minimum of $1 million of plan assets invested in the Funds;

(h) any employee or registered representative of CFS, one of its affiliates or a
broker-dealer with a selling group agreement with CFS;

(i) any trustee of the Trust;

(j) any member of the immediate family of a person qualifying under (h) or (i),
including a spouse, child, stepchild, sibling, parent, stepparent, grandchild
and grandparent, in each case including in-law and adoptive relationships;

(k) any trust, pension, profit sharing, or other benefit plan in which any
person qualifying under (h) is a participant;

(l) any 401(k) plan (cash or deferred arrangement intended to qualify under
section 401(k) of the Internal Revenue Code) or other qualified retirement plan
to which a person qualifying under (h), (i) or (j) makes voluntary contributions
into his or her own account, investing with self direction

(m) any company exchanging shares with a Fund pursuant to a merger, acquisition
or exchange offer;

(n) Any investor buying shares with the proceeds of shares sold in the prior 12
months from a mutual fund on which an initial sales charge or contingent
deferred sales charge was paid.

In addition, Class A shares of the Convertible Fund may be bought without an
initial sales charge by any shareholder of the Convertible Fund who has been a
shareholder since April 30, 1992.

HOW CAN I SELL SHARES?
- --------------------------------------------------------------------------------

THROUGH YOUR BROKER-DEALER (CERTAIN CHARGES MAY APPLY)

Shares held for you in your broker-dealer's name must be sold through the
broker-dealer.

 58
CALAMOS FAMILY OF FUNDS
<PAGE>   68
                                                                      Fund Facts
                                                                  [CALAMOS ICON]

TRANSFER AGENT -- maintains the Fund's shareholder records including purchases,
sales and account balances.

SIGNATURE GUARANTEE -- an authentication of a signature in the form of a stamp
or seal by a bank, stock exchange member or other acceptable guarantor (not a
Notary Public).

WRITING TO THE FUND'S TRANSFER AGENT


As a shareholder, you may request a Fund to redeem your shares. When the shares
are held for you by the Funds' transfer agent, you may sell your shares by
sending a written request with signatures guaranteed to: First Data Investor
Services Group, Inc., 211 South Gulph Road, P.O. Box 61767, King of Prussia, PA
19406. If you hold physical certificates for your shares, they must be endorsed
and mailed to or deposited with First Data Investor Services Group along with a
written request for redemption. Under certain circumstances, before shares can
be sold, additional documents may be required in order to verify the authority
of the person who is selling the shares.



PROCESSING TIME



A check for the proceeds from the sale will not be sent to you until the check
used to purchase the shares has cleared, which can take up to 15 days after
purchase. You may avoid this delay by buying shares with a wire transfer of
funds. A Fund may suspend the right of redemption under certain extraordinary
circumstances in accordance with the rules of the Securities and Exchange
Commission.



SMALL ACCOUNTS



Due to the relatively high cost of handling small accounts, each Fund may give
you 30 days' written notice that it intends to buy your shares, at net asset
value, if your account has a value of less than $500. This would not apply if
your account value declined to less than $500 as a result of market fluctuation.


ONCE YOUR INSTRUCTIONS TO SELL SHARES OF THE FUNDS HAVE BEEN RECEIVED, YOU MAY
NOT CANCEL OR REVOKE YOUR REQUEST. IT IS THEREFORE, VERY IMPORTANT THAT YOU CALL
US IF YOU HAVE ANY QUESTIONS ABOUT THE REQUIREMENTS FOR SELLING SHARES BEFORE
SUBMITTING YOUR REQUEST.

TRANSACTION INFORMATION
- --------------------------------------------------------------------------------

SHARE PRICE

Each Fund's share price, or net asset value (NAV) is determined as of the close
of regular session trading on the New York Stock Exchange (NYSE) (currently 4:00
p.m. Eastern Time) each day that the Exchange is open. The NYSE is regularly
closed on New Year's Day, the third Monday in January and February, Good Friday,
the last Monday in May, Independence Day, Labor Day, Thanksgiving and Christmas.

CALAMOS FAMILY OF FUNDS
                                                                              59
<PAGE>   69
Fund Facts
[CALAMOS ICON]

DIVIDENDS -- income paid to shareholders as cash or reinvested in additional
Fund shares as they are paid.

DISTRIBUTIONS -- payment of a dividend or capital gain to shareholders as cash
or reinvested in the Fund as they are paid.
SIGNATURE GUARANTEE -- an authentication of a signature in the form of a stamp
or seal by a bank, stock exchange member or other acceptable guarantor (not a
Notary Public).


The NAV per share is calculated by dividing the value of all of the securities
and other assets of the Fund, less its liabilities, by the number of Fund shares
outstanding. When shares are purchased or sold, the order is processed at the
next NAV that is calculated on any day the NYSE is open for trading, after
receiving a purchase or sale order. The values of the securities in the Fund are
based on market prices from the primary market in which they are traded. As a
general rule, equity securities listed on a U.S. securities exchange or NASDAQ
National Market are valued at the last quoted sale price on the day the
valuation is made. Bonds and other fixed-income securities that are traded over
the counter and on an exchange will be valued according to the broadest and most
representative market, and it is expected this will ordinarily be the over-
the-counter market.


The foreign securities held by a Fund are traded on exchanges throughout the
world. Trading on these foreign securities exchanges is completed at various
times throughout the day and often does not coincide with the close of trading
on the NYSE. The value of foreign securities is determined at the close of
trading of the exchange on which the securities are traded or at the close of
trading on the NYSE, whichever is earlier. As a result, it is possible that
events affecting the value of such securities may occur that are not reflected
in the computation of the Fund's NAV, and the NAV may change on days when you
will not be able to buy or sell the Fund's shares.

If market prices are not readily available, securities and other assets are
priced at a fair value as determined by the board of trustees. Any fair value
pricing will be based on what the board believes is the current and true price
of the security rather than the last quoted price of the security.

WHERE CAN I HAVE MY SIGNATURE GUARANTEED?

With your written request to sell shares, each person signing must have their
signature guaranteed. You can obtain a signature guarantee from most brokerage
houses, including CFS, and financial institutions.

WHAT IS THE MINIMUM AMOUNT I CAN INVEST IN THE FUNDS?

The minimum initial investment for each Fund is $500. Additional minimum
investments can be made for $50 or more.

 60
CALAMOS FAMILY OF FUNDS
<PAGE>   70
                                                                      Fund Facts
                                                                  [CALAMOS ICON]

DIVIDENDS -- income paid to shareholders as cash or reinvested in additional
Fund shares as they are paid.

DISTRIBUTIONS -- payment of a dividend or capital gain to shareholders as cash
or reinvested in the Fund as they are paid.

PURCHASE RESTRICTIONS

We reserve the right to reject any order for the purchase of shares in whole or
in part, and to suspend the sale of shares to the public in response to
conditions in the securities markets or otherwise.


BROKER TRANSACTIONS



If you buy and sell shares of a Fund through a member of the National
Association of Securities Dealers, Inc. other than CFS, the Funds' distributor,
that member may charge a fee for that service. Please read this prospectus along
with any material describing fees and services that the member firm may charge.


REDEMPTION-IN-KIND

The Funds reserve the right to honor any request for sales or repurchase by
paying you with readily marketable securities, either in whole or in part. This
is considered a "redemption-in-kind". The Fund will choose these securities and
value them in the same way as they are valued for purposes of computing the
Fund's net asset value. You may incur transaction expenses if you convert these
securities to cash.

DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS


You may receive two kinds of distributions from a Fund: dividends and capital
gains distributions. Unless you requested on the account application or in
writing that distributions be made in cash, all dividends and capital gains
distributions are paid by crediting you with additional shares of the Fund of
the same class you already own. These shares are valued at the next net asset
value per share that is computed after the dividend or distribution date. There
is no sales charge applied. The Convertible Fund, Growth and Income Fund, Market
Neutral Fund, Global Growth and Income Fund, and High Yield Fund each declares
and pays dividends from net investment income quarterly; the Growth Fund
declares dividends annually. Net realized long-term capital gains, if any, are
paid to shareholders by each Fund at least annually.


If two consecutive dividend checks from a Fund are returned undeliverable, those
dividends will be invested in additional shares of that Fund at the current net
asset value and the account will be designated as a dividend reinvestment
account.

CALAMOS FAMILY OF FUNDS
                                                                              61
<PAGE>   71
Fund Facts
[CALAMOS ICON]

TAXES

You may realize a capital gain or capital loss when you sell (redeem) shares.
The federal tax treatment will depend, of course, on how long you owned the
shares and on your individual tax position. You may be subject to state and
local taxes on your investment in a Fund, depending on the laws of your home
state and locality.

The dividends and distributions paid by a Fund are subject to taxation as of the
date of payment, except for those distributions declared in October, November or
December. If you are a shareholder of record during one of those months, for tax
purposes, your distributions will be treated as though it were received on
December 31 of the year in which they are declared, provided they are paid prior
to February 1 of the next year.

You may be taxed for dividends from net investment income and capital gains
distributions at different rates depending on your tax situation. Annually, we
will advise you of the source of your distributions for tax purposes.


SHAREHOLDER INFORMATION



YEAR 2000 COMPLIANCE



Like other investment companies, financial and business organizations and
individuals around the world, if the computer systems that CAM and other service
providers use do not properly process and calculate date-related information and
data from and after January 1, 2000, the Funds could be adversely affected. This
is commonly known as the "Year 2000 Problem." CAM has advised the Funds that it
is taking steps that it believes are reasonably designed to address the Year
2000 Problem for the computer systems that it uses, and is also obtaining
reasonable assurances that comparable steps are being taken by the Funds' other
major service providers. At this time, there can be no assurance that these
steps will be sufficient to avoid any adverse impact to the Fund. In addition,
there can be no assurances that the Year 2000 Problem will not have an adverse
effect on global markets or economies, or on the companies whose securities are
held by the Fund. Although CAM may consider the Year 2000 Problem when
evaluating investment opportunities, there can be no assurance that improperly
functioning computers will not affect specific issuers or broad markets.


 62
CALAMOS FAMILY OF FUNDS
<PAGE>   72

                                                                      Fund Facts
                                                                  [CALAMOS ICON]

EURO CONVERSION



The introduction of the Economic and Monetary Union (EMU) in Europe occurred on
January 1, 1999, when eleven European countries adopted a single currency -- the
euro. The full conversion to the euro is being phased in over a three-year
period. During this time, valuation systems and other operational problems may
occur in connection with the Fund's investments quoted in the euro. We are
actively working to address euro-related issues and understand that other key
service providers are taking similar steps. A number of economic benefits are
expected from the EMU's implementation such as: lower transaction costs, reduced
exchange risk, greater competition, and a broadening and deepening of European
financial markets. However, there are a number of significant risks associated
with the EMU. Monetary and economic union on this scale has never been attempted
before. In addition, there is a significant degree of uncertainty as to whether
participating countries will remain committed to EMU in the face of changing
economic conditions. This uncertainty may increase the volatility of the
international markets in which we invest.


CALAMOS FAMILY OF FUNDS
                                                                              63
<PAGE>   73
[FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS ICON]


The tables below are intended to help you understand the Funds' financial
performance for the period shown below for both Class A and Class C shares,
except for Market Neutral Fund, which has no class C shares, and except for High
Yield Fund, which is expected to commence operations on or about August 2, 1999.
Certain information reflects financial results for a single Fund share. The
Total Return figures show what an investor in a Fund would have earned (or lost)
if all distributions had been reinvested. This information has been audited by
Ernst & Young LLP whose report, along with the Funds' financial statements, are
included in the Funds' annual report, which is available upon request.



CONVERTIBLE FUND

- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                            CLASS A SHARES
                                            -----------------------------------------------
                                                                                    ELEVEN
                                                    YEAR ENDED MARCH 31,            MONTHS
                                            -------------------------------------    ENDED
                                             1999      1998      1997      1996     3/31/95
- -------------------------------------------------------------------------------------------
<S>                                         <C>       <C>       <C>       <C>       <C>
 NET ASSET VALUE, BEGINNING OF PERIOD       $ 17.43   $ 14.68   $ 14.49   $ 12.41   $ 13.04
 INCOME FROM INVESTMENT OPERATIONS:
   NET INVESTMENT INCOME                        .41       .49       .36       .40       .38
   NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                               .09      3.92      1.39      3.06      (.01)
                                            -------   -------   -------   -------   -------
   TOTAL FROM INVESTMENT OPERATIONS             .50      4.41      1.75      3.46       .37
- -------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
   DIVIDENDS FROM NET INVESTMENT INCOME        (.41)     (.61)     (.45)     (.31)     (.32)
   DIVIDENDS FROM NET REALIZED CAPITAL
   GAINS                                       (.38)     (.95)    (1.11)    (1.07)     (.56)
   DIVIDENDS IN EXCESS OF NET REALIZED
   CAPITAL GAINS                                 --        --        --        --      (.12)
   DISTRIBUTIONS FROM PAID IN CAPITAL            --      (.10)       --        --        --
                                            -------   -------   -------   -------   -------
   TOTAL DISTRIBUTIONS                         (.79)    (1.66)    (1.56)    (1.38)    (1.00)
- -------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF PERIOD             $ 17.14   $ 17.43   $ 14.68   $ 14.49   $ 12.41
- -------------------------------------------------------------------------------------------
 TOTAL RETURN (a)                               3.2%     31.4%     12.9%     28.8%      3.2%
- -------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA:
   NET ASSETS, END OF PERIOD (000)          $67,456   $62,157   $35,950   $24,460   $16,646
   RATIO OF EXPENSES TO AVERAGE NET ASSETS      1.4%      1.4%      1.5%      1.5%      1.6%*
   RATIO OF NET INVESTMENT INCOME TO
   AVERAGE NET ASSETS                           2.6%      3.3%      2.8%      3.0%      3.3%*
- -------------------------------------------------------------------------------------------
</TABLE>


 64
CALAMOS FAMILY OF FUNDS
<PAGE>   74
                                                            Financial Highlights
                                                                          [ICON]

CONVERTIBLE FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                       CLASS C SHARES
                                                             -----------------------------------
                                                              YEAR ENDED MARCH 31        7/5/96
                                                             ---------------------       THROUGH
                                                              1999          1998         3/31/97
- ------------------------------------------------------------------------------------------------
<S>                                                          <C>           <C>           <C>
 NET ASSET VALUE, BEGINNING OF PERIOD                        $ 17.38       $ 14.63       $13.87
 NET INCOME FROM INVESTMENT OPERATIONS:
   NET INVESTMENT INCOME                                         .31           .40          .30
   NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                                .11          3.92         1.21
                                                             -------       -------       ------
   TOTAL FROM INVESTMENT OPERATIONS                              .42          4.32         1.51
- -----------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
   DIVIDENDS FROM NET INVESTMENT INCOME                         (.35)         (.52)        (.25)
   DIVIDENDS FROM NET REALIZED CAPITAL
   GAINS                                                        (.38)         (.95)        (.50)
                                                             -------       -------       ------
   DISTRIBUTIONS FROM PAID IN CAPITAL                             --          (.10)          --
                                                             -------       -------       ------
   TOTAL DISTRIBUTIONS                                          (.73)        (1.57)        (.75)
- -----------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF PERIOD                              $ 17.07       $ 17.38       $14.63
- -----------------------------------------------------------------------------------------------
 TOTAL RETURN (a)                                                2.7%         30.8%        11.1%
- -----------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA:
   NET ASSETS, END OF PERIOD (000)                           $30,843       $14,358       $3,094
   RATIO OF EXPENSES TO AVERAGE NET ASSETS                       1.9%          2.0%         2.0%*
   RATIO OF NET INVESTMENT INCOME TO
   AVERAGE NET ASSETS                                            2.1%          3.0%         2.7%*
- -----------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                                                                                 ELEVEN
                                                            YEAR ENDED MARCH 31,                 MONTHS
                                                 ------------------------------------------       ENDED
                                                  1999        1998        1997        1996       3/31/95
- --------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>         <C>         <C>         <C>
 PORTFOLIO TURNOVER RATE                           78.2%       76.0%       52.3%       65.2%       42.1%
- --------------------------------------------------------------------------------------------------------
</TABLE>


(a)  Total return is not annualized and does not reflect the effect of sales
     charges.

*  Annualized

CALAMOS FAMILY OF FUNDS
                                                                              65
<PAGE>   75
Financial Highlights
[ICON]

GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                              CLASS A SHARES
                                               ---------------------------------------------
                                                                                     ELEVEN
                                                      YEAR ENDED MARCH 31,           MONTHS
                                               -----------------------------------    ENDED
                                                1999      1998      1997     1996    3/31/95
- --------------------------------------------------------------------------------------------
<S>                                            <C>       <C>       <C>      <C>      <C>
 NET ASSET VALUE, BEGINNING OF PERIOD          $ 18.59   $ 15.52   $15.62   $12.68   $12.97
 NET INCOME FROM INVESTMENT OPERATIONS:
   NET INVESTMENT INCOME                           .39       .34      .34      .37      .35
   NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                  .79      5.14     1.52     3.70     (.02)
                                               -------   -------   ------   ------   ------
   TOTAL FROM INVESTMENT OPERATIONS               1.18      5.48     1.86     4.07     0.33
- --------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
   DIVIDENDS FROM NET INVESTMENT INCOME           (.39)     (.41)    (.28)    (.42)    (.32)
   DIVIDENDS FROM NET REALIZED CAPITAL GAINS     (1.16)    (2.00)   (1.68)    (.71)    (.30)
                                               -------   -------   ------   ------   ------
   TOTAL DISTRIBUTIONS                           (1.55)    (2.41)   (1.96)   (1.13)    (.62)
- --------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF PERIOD                $ 18.22   $ 18.59   $15.52   $15.62   $12.68
- --------------------------------------------------------------------------------------------
 TOTAL RETURN (b)                                  6.9%     37.8%    12.9%    33.0%     2.8%
- --------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA:
   NET ASSETS, END OF PERIOD (000)             $18,981   $13,119   $8,408   $5,813   $3,853
   RATIO OF EXPENSES TO AVERAGE NET ASSETS
   (a)                                             2.0%      2.0%     2.0%     2.0%     2.0%*
   RATIO OF NET INVESTMENT INCOME TO AVERAGE
   NET ASSETS (a)                                  2.3%      2.0%     2.4%     2.6%     3.0%*
- --------------------------------------------------------------------------------------------
</TABLE>


 66
CALAMOS FAMILY OF FUNDS
<PAGE>   76
                                                            Financial Highlights
                                                                          [ICON]

GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                       CLASS C SHARES
                                                              ---------------------------------
                                                                     YEAR
                                                                     ENDED
                                                                   MARCH 31             8/5/96
                                                              -------------------       THROUGH
                                                               1999         1998        3/31/97
- -----------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>
 NET ASSET VALUE, BEGINNING OF PERIOD                         $18.48       $15.50       $14.52
 NET INCOME FROM INVESTMENT OPERATIONS:
   NET INVESTMENT INCOME                                         .28          .26          .26
   NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                                .82         5.11         1.30
                                                              ------       ------       ------
   TOTAL FROM INVESTMENT OPERATIONS                             1.10         5.37         1.56
- -----------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
   DIVIDENDS FROM NET INVESTMENT INCOME                         (.34)        (.39)        (.25)
   DIVIDENDS FROM NET REALIZED CAPITAL GAINS                   (1.17)       (2.00)        (.33)
                                                              ------       ------       ------
   TOTAL DISTRIBUTIONS                                          1.51        (2.39)        (.58)
- -----------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF PERIOD                               $18.07       $18.48       $15.50
- -----------------------------------------------------------------------------------------------
 TOTAL RETURN (b)                                                6.5%        37.1%        10.8%
- -----------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA:
   NET ASSETS, END OF PERIOD (000)                            $2,676       $1,379       $  330
   RATIO OF EXPENSES TO AVERAGE NET ASSETS (c)                   2.4%         2.5%         2.5%*
   RATIO OF NET INVESTMENT INCOME TO
   AVERAGE NET ASSETS (c)                                        1.9%         1.5%         2.4%*
- -----------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                                                                                 ELEVEN
                                                            YEAR ENDED MARCH 31,                 MONTHS
                                                 ------------------------------------------       ENDED
                                                  1999        1998        1997        1996       3/31/95
- --------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>         <C>         <C>         <C>
 PORTFOLIO TURNOVER RATE                           87.5%      111.5%       91.5%       86.4%       84.7%
- --------------------------------------------------------------------------------------------------------
</TABLE>


(a)  After reimbursement and waiver of expenses by CAM equivalent to 0.0% 0.0%,
     0.1%, 0.1%, and 0.2%* of average net assets, respectively.

(b)  Total return is not annualized and does not reflect the effect of sales
     charges.

(c)  After reimbursement and waiver of expenses by CAM equivalent to 0.0%, 0.0%
     and 0.6%* of average net assets, respectively.

*  Annualized

CALAMOS FAMILY OF FUNDS
                                                                              67
<PAGE>   77
Financial Highlights
[ICON]

MARKET NEUTRAL FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                               CLASS A SHARES
                                                 -------------------------------------------
                                                                                     ELEVEN
                                                       YEAR ENDED MARCH 31,          MONTHS
                                                 ---------------------------------    ENDED
                                                  1999     1998     1997     1996    3/31/95
- --------------------------------------------------------------------------------------------
<S>                                              <C>      <C>      <C>      <C>      <C>
 NET ASSET VALUE, BEGINNING OF PERIOD            $11.91   $10.81   $11.07   $10.13   $10.71
 INCOME FROM INVESTMENT OPERATIONS:
   NET INVESTMENT INCOME                            .32      .50      .50      .53      .40
   NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                   .67     1.19      .29      .83     (.43)
                                                 ------   ------   ------   ------   ------
   TOTAL FROM INVESTMENT OPERATIONS                 .99     1.69      .79     1.36     (.03)
- --------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
   DIVIDENDS FROM NET INVESTMENT INCOME            (.32)    (.55)    (.68)    (.42)    (.36)
   DIVIDENDS FROM NET REALIZED CAPITAL GAINS       (.86)    (.04)    (.37)      --     (.19)
                                                 ------   ------   ------   ------   ------
   TOTAL DISTRIBUTIONS                            (1.18)    (.59)   (1.05)    (.42)    (.55)
- --------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF PERIOD                  $11.72   $11.91   $10.81   $11.07   $10.13
- --------------------------------------------------------------------------------------------
 TOTAL RETURN (c)                                   8.7%    15.7%     7.4%    13.6%     (0.2)%
- --------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA:
   NET ASSETS, END OF PERIOD (000)               $2,089   $1,123   $1,317   $1,620   $2,211
   RATIO OF EXPENSES TO AVERAGE NET ASSETS
   (a)(b)                                           2.1%     2.1%     2.1%     2.2%     2.4%*
   RATIO OF NET INVESTMENT INCOME TO AVERAGE
   NET ASSETS (a)                                   3.1%     3.9%     4.3%     4.6%     4.0%*
   PORTFOLIO TURNOVER RATE                        192.9%   398.2%   152.5%    81.1%    59.9%
- --------------------------------------------------------------------------------------------
</TABLE>



(a)  After reimbursement and waiver of expenses by CAM equivalent to (4.3)%,
     4.1%, 3.0%, 1.6%, and 1.1%*, of average net assets, respectively.



(b)  Includes 0.1%, 0.1%, 0.1%, 0.2%, and 0.4%,* respectively, related to
     dividend expenses on short positions.


(c)  Total return is not annualized and does not reflect the effect of sales
     charges.

*  Annualized.

 68
CALAMOS FAMILY OF FUNDS
<PAGE>   78
                                                            Financial Highlights
                                                                          [ICON]

GROWTH FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                              CLASS A SHARES
                                               ---------------------------------------------
                                                                                     ELEVEN
                                                      YEAR ENDED MARCH 31,           MONTHS
                                               -----------------------------------    ENDED
                                                1999      1998      1997     1996    3/31/95
- --------------------------------------------------------------------------------------------
<S>                                            <C>       <C>       <C>      <C>      <C>
 NET ASSET VALUE, BEGINNING OF PERIOD           $20.06    $17.04   $15.74   $14.18   $14.57
 INCOME FROM INVESTMENT OPERATIONS:
   NET INVESTMENT INCOME (LOSS)                   (.30)     (.01)    (.09)    (.09)     .02
   NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                 3.75      8.53     3.14     4.69     (.28)
                                               -------   -------   ------   ------   ------
   TOTAL FROM INVESTMENT OPERATIONS               3.45      8.52     3.05     4.60     (.26)
- --------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
   DIVIDENDS FROM NET INVESTMENT INCOME             --        --       --     (.07)      --
   DIVIDENDS FROM NET REALIZED CAPITAL GAINS        --     (5.32)   (1.75)   (2.97)    (.13)
   DISTRIBUTIONS FROM PAID IN CAPITAL               --      (.18)      --       --       --
                                               -------   -------   ------   ------   ------
   TOTAL DISTRIBUTIONS                              --      5.50    (1.75)   (3.04)    (.13)
- --------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF PERIOD                 $23.51    $20.06   $17.04   $15.74   $14.18
- --------------------------------------------------------------------------------------------
 TOTAL RETURN (b)                                 17.2%     54.0%    19.1%    35.2%     (1.8)%
- --------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA:
   NET ASSETS, END OF PERIOD (000)             $13,553   $10,374   $6,635   $2,866   $1,791
   RATIO OF EXPENSES TO AVERAGE NET ASSETS
   (a)                                             2.0%      2.0%     2.0%     2.0%     2.0%*
   RATIO OF NET INVESTMENT INCOME TO
   AVERAGE NET ASSETS (a)                         (1.6)%    (1.5)%   (1.3)%   (.08)%     0.2%*
- --------------------------------------------------------------------------------------------
</TABLE>


CALAMOS FAMILY OF FUNDS
                                                                              69
<PAGE>   79
Financial Highlights
[ICON]

GROWTH FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                       CLASS C SHARES
                                                             -----------------------------------
                                                             YEAR ENDED MARCH 31,        9/3/96
                                                             ---------------------       THROUGH
                                                              1999          1998         3/31/97
- ------------------------------------------------------------------------------------------------
<S>                                                          <C>           <C>           <C>
 NET ASSET VALUE, BEGINNING OF PERIOD                        $19.85        $16.98        $17.63
 NET INCOME FROM INVESTMENT OPERATIONS:
   NET INVESTMENT INCOME                                       (.11)         (.13)         (.07)
   NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                              3.44          8.50          1.07
                                                             ------        ------        ------
   TOTAL FROM INVESTMENT OPERATIONS                            3.33          8.37          1.00
- -------------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
   DIVIDENDS FROM NET REALIZED CAPITAL GAINS                     --         (5.32)        (1.65)
   DISTRIBUTIONS FROM PAID IN CAPITAL                            --          (.18)           --
                                                             ------        ------        ------
   TOTAL DISTRIBUTIONS                                           --         (5.50)        (1.65)
- -------------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF PERIOD                              $23.18        $19.85        $16.98
- -------------------------------------------------------------------------------------------------
 TOTAL RETURN (b)                                              16.8%         53.3%          5.4%
- -------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA:
   NET ASSETS, END OF PERIOD (000)                             $308           $41            $8
   RATIO OF EXPENSES TO AVERAGE NET ASSETS (c)                  2.5%          2.5%          2.5%*
   RATIO OF NET INVESTMENT INCOME TO
   AVERAGE NET ASSETS (c)                                       (2.1)%        (2.0)%        (1.9)%*
- -------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                                                                                 ELEVEN
                                                            YEAR ENDED MARCH 31,                 MONTHS
                                                 ------------------------------------------       ENDED
                                                  1999        1998        1997        1996       3/31/95
- --------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>         <C>         <C>         <C>
 PORTFOLIO TURNOVER RATE                          184.3%      206.1%      173.9%      252.4%      104.3%
- --------------------------------------------------------------------------------------------------------
</TABLE>



(a)  After reimbursement and waiver of expenses by CAM equivalent to (0.4)%,
     0.3%, 0.7%, 1.2%, and 1.6%,* of average net assets, respectively.


(b)  Total return is not annualized and does not reflect the effect of sales
     charges.


(c)  After reimbursement and waiver of expenses by CAM equivalent to 0.5%, 0.4%
     and 0.6%* of average net assets, respectively.


*  Annualized.

 70
CALAMOS FAMILY OF FUNDS
<PAGE>   80
                                                            Financial Highlights
                                                                          [ICON]

GLOBAL GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                         CLASS A SHARES                   CLASS C SHARES
                                                 -------------------------------   -----------------------------
                                                        YEAR                             YEAR
                                                  ENDED MARCH 31,        9/9/96    ENDED MARCH 31,       9/24/96
                                                 ------------------      THROUGH   ----------------      THROUGH
                                                  1999        1998       3/31/97   1999       1998       3/31/97
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>         <C>       <C>        <C>        <C>
 NET ASSET VALUE, BEGINNING OF PERIOD            $ 6.56      $ 5.39      $ 5.00    $6.53      $5.37       $5.00
 NET INCOME FROM INVESTMENT OPERATIONS:
   NET INVESTMENT INCOME                            .02         .17         .04      .01        .15         .03
   NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                   .29        1.42         .36      .27       1.41         .35
                                                 ------      ------      ------    -----      -----       -----
   TOTAL FROM INVESTMENT OPERATIONS                 .31        1.59         .40      .28       1.56         .38
- ----------------------------------------------------------------------------------------------------------------
 LESS DISTRIBUTIONS:
   DIVIDENDS FROM NET INVESTMENT INCOME            (.13)       (.28)       (.01)    (.11)      (.26)       (.01)
   DIVIDENDS FROM NET REALIZED CAPITAL GAINS       (.13)       (.14)         --     (.13)      (.14)         --
                                                 ------      ------      ------    -----      -----       -----
   TOTAL DISTRIBUTIONS                             (.26)       (.42)       (.01)    (.24)      (.40)       (.01)
- ----------------------------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF PERIOD                  $ 6.61      $ 6.56      $ 5.39    $6.57      $6.53       $5.37
- ----------------------------------------------------------------------------------------------------------------
 TOTAL RETURN (b)                                   5.1%       30.3%        8.0%     4.6%      29.8%        7.6%
- ----------------------------------------------------------------------------------------------------------------
 RATIOS AND SUPPLEMENTAL DATA:
   NET ASSETS, END OF PERIOD (000)               $6,447      $5,678      $2,926    $ 729      $ 671       $ 390
   RATIO OF EXPENSES TO AVERAGE NET ASSETS (a)      2.0%        2.0%        2.0%*    2.5%       2.5%*       2.5%*
   RATIO OF NET INVESTMENT INCOME TO AVERAGE
   NET ASSETS (a)                                   1.3%        1.4%        1.8%*    0.8%        .9%        1.6%*
- ----------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                   MARCH 31,           SEPTEMBER 9, 1996
                                                               ------------------           THROUGH
                                                                1999        1998        MARCH 31, 1997
- --------------------------------------------------------------------------------------------------------
<S>                                                            <C>         <C>         <C>
 PORTFOLIO TURNOVER RATE                                        106.3%       64.8%           160.4%*
- --------------------------------------------------------------------------------------------------------
</TABLE>



(a)  After reimbursement and waiver of expenses by CAM equivalent to 1.2%, 1.0%,
     and 1.8%* of average net assets, respectively, for Class A shares and 1.5%,
     1.2% and 1.8%, respectively, for Class C shares.


(b)  Total return is not annualized and does not reflect the effect of sales
     charges.


*  Annualized


CALAMOS FAMILY OF FUNDS
                                                                              71
<PAGE>   81

<TABLE>
         <S>             <C>
         [TELEPHONE      For More Information
             KEYPAD
              ICON]
</TABLE>

            If you would like more information about the Funds, the
            following resources are available upon request, free of
            charge.


<TABLE>
                    <S>                                                             <C>
                    ANNUAL AND SEMIANNUAL                                           STATEMENT OF ADDITIONAL INFORMATION
                    REPORTS                                                         The Statement of Additional Information
                    Additional information about the Funds'                         (SAI) provides more detailed information
                    investments is available in the Funds' annual                   about the Funds and is incorporated into
                    and semiannual reports to shareholders. The                     this prospectus by reference.
                    reports contain a discussion of the market                      You can get free copies of reports and the
                    conditions and investment strategies that                       SAI, request other information and discuss
                    significantly affected the Funds' performance                   your questions about the Funds by contacting
                    for the past six-month and twelve-month                         CALAMOS ASSET MANAGEMENT, INC. at:
                    periods.
                    FOR SHAREHOLDER ASSISTANCE                                      CALAMOS(R) ASSET MANAGEMENT, INC.
                    24 HOURS                                                        1111 E. Warrenville Road
                    800.823.7386                                                    Naperville, Illinois 60563-1493
                    TO OPEN AN ACCOUNT OR OBTAIN INFORMATION
                    800.823.7386                                                    Telephone: 1-800-823-7386
                    VISIT OUR WEB-SITE
                    HTTP://WWW.CALAMOS.COM                                          You can review the Funds' reports and SAI at
                                                                                    the Public Reference Room of the Securities
                                                                                    and Exchange Commission. You can get
                                                                                    text-only copies for free from the
                                                                                    Commission's Internet website at:
                                                                                    http://www.sec.gov, or for a fee by calling
                                                                                    or writing to:
                                                                                    Public Reference Section of the Commission
                                                                                    Washington, D.C. 20549-6009
                                                                                    Telephone: 1-800-SEC-0330
</TABLE>


                                          Investment Company Act file no.
                                          811-5443
<PAGE>   82


STATEMENT OF ADDITIONAL INFORMATION                               AUGUST 1, 1999




                           CALAMOS(R) FAMILY OF FUNDS


CONVERTIBLE FUND
GROWTH AND INCOME FUND
MARKET NEUTRAL FUND*
GROWTH FUND
GLOBAL GROWTH AND INCOME FUND
HIGH YIELD FUND

*FORMERLY NAMED STRATEGIC INCOME FUND

================================================================================

1111 East Warrenville Road
Naperville, Illinois  60563-1493
(630) 245-7200
Toll Free:  (800) 8-CFS-FUND (800/823-7386)


         This Statement of Additional Information relates to CALAMOS(R)
Convertible Fund, CALAMOS(R) Growth and Income Fund, CALAMOS(R) Market Neutral
Fund (formerly named Strategic Income Fund), CALAMOS(R) Growth Fund, CALAMOS(R)
Global Growth and Income Fund and Calamos(R) High Yield Fund (the "Funds"), each
of which is a series of Calamos Investment Trust (the "Trust"). It is not a
prospectus, but provides information that should be read in conjunction with the
Funds' prospectus dated the same date as this Statement of Additional
Information and any supplements thereto. The prospectus may be obtained without
charge by writing or telephoning the Funds at the address or telephone numbers
set forth above.

                                  TABLE OF CONTENTS

                                                                     Page

           The Trust and the Funds....................................2
           Investment Practices.......................................3
           Investment Restrictions...................................19
           Management................................................21
           Investment Advisory Services..............................23
           Distribution Plan.........................................25
           Purchasing and Redeeming Shares...........................26
           Performance Information...................................34
           Distributor...............................................39
           Portfolio Transactions....................................40
           Taxation..................................................42
           Allocation Among Funds....................................43
           Certain Shareholders......................................43
           Custodian.................................................46
           Independent Auditors......................................46
           General Information.......................................47
           Financial Statements......................................48
           Appendix-Description of Bond Ratings......................42



                                      B-1

<PAGE>   83

                             THE TRUST AND THE FUNDS


Each Fund is a series of Calamos Investment Trust (the "Trust") which was
organized as a Massachusetts business trust on December 21, 1987. Each Fund is
an open-end, diversified management investment company. Prior to June 23, 1997
the name of the trust was CFS Investment Trust. Market Neutral Fund was named
"Strategic Income Fund" prior to July 30, 1999.



                              INVESTMENT OBJECTIVES

         Each Fund's investment objective is shown below:

         CONVERTIBLE FUND seeks current income. Growth is a secondary objective
that the Fund also considers when consistent with its objective of current
income.

         GROWTH AND INCOME FUND seeks high long-term total return through
capital appreciation and current income derived from a diversified portfolio of
convertible, equity and fixed-income securities.


         MARKET NEUTRAL FUND seeks high current income consistent with stability
of principal, primarily through investment in convertible securities and
employing short selling to enhance income and hedge against market risk.


         GROWTH FUND seeks long-term capital growth.

         GLOBAL GROWTH AND INCOME FUND seeks high long-term total return through
capital appreciation and current income derived from a globally diversified
portfolio of convertible, equity and fixed-income securities.

         HIGH YIELD FUND seeks the highest level of current income obtainable
consistent with reasonable risk. As a secondary objective the Fund seeks capital
gain where consistent with its primary objective.

         The investment objective of each Fund is "fundamental," which means
that a Fund's objective cannot be changed without the approval of the holders of
a "majority of the outstanding voting securities" of that Fund, as defined in
the Investment Company Act of 1940.




                                      B-2

<PAGE>   84


                              INVESTMENT PRACTICES


         The prospectus contains information concerning each Fund's investment
objective and principal investment strategies and risks. This SAI provides
additional information concerning certain securities and strategies used by the
Funds and their associated risks.

         In pursuing its investment objective, each Fund will invest as
described below and in the prospectus.

         CONVERTIBLE SECURITIES


Convertible securities include any corporate debt security or preferred stock
that may be converted into underlying shares of common stock. The common stock
underlying convertible securities may be issued by a different entity than the
issuer of the convertible securities. Convertible securities entitle the holder
to receive interest payments paid on corporate debt securities or the dividend
preference on a preferred stock until such time as the convertible security
matures or is redeemed or until the holder elects to exercise the conversion
privilege. As a result of the conversion feature, however, the interest rate or
dividend preference on a convertible security is generally less than would be
the case if the securities were issued in non-convertible form.

The value of convertible securities is influenced by both the yield of
non-convertible securities of comparable issuers and by the value of the
underlying common stock. The value of a convertible security viewed without
regard to its conversion feature (i.e., strictly on the basis of its yield) is
sometimes referred to as its "investment value." The investment value of the
convertible security will typically fluctuate inversely with changes in
prevailing interest rates. However, at the same time, the convertible security
will be influenced by its "conversion value," which is the market value of the
underlying common stock that would be obtained if the convertible security were
converted. Conversion value fluctuates directly with the price of the underlying
common stock.


         If, because of a low price of the common stock, the conversion value is
substantially below the investment value of the convertible security, the price
of the convertible security is governed principally by its investment value. If
the conversion value of a convertible security increases to a point that
approximates or exceeds its investment value, the value of the security will be
principally influenced by its conversion value. A convertible security will sell
at a premium over its conversion value to the extent investors place value on
the right to acquire the underlying common stock while holding a fixed income
security. Holders of convertible securities have a claim on the assets of the
issuer prior to the common stockholders, but may be subordinated to holders of
similar non-convertible securities of the same issuer.

         SYNTHETIC CONVERTIBLE SECURITIES

         The investment manager may create a "synthetic" convertible security by
combining fixed income securities with the right to acquire equity securities.
More flexibility is possible in the assembly of a synthetic convertible security
than in the purchase of a convertible security. Although synthetic convertible
securities may be selected where the two components are issued



                                      B-3

<PAGE>   85


by a single issuer, thus making the synthetic convertible security similar to
the true convertible security, the character of a synthetic convertible security
allows the combination of components representing distinct issuers, when
management believes that such a combination would better promote the Fund's
investment objective. A synthetic convertible security also is a more flexible
investment in that its two components may be purchased separately. For example,
the Fund may purchase a warrant for inclusion in a synthetic convertible
security but temporarily hold short-term investments while postponing the
purchase of a corresponding bond pending development of more favorable market
conditions. The Convertible Fund's holdings of synthetic convertible securities
are not considered convertible securities for purposes of the Fund's policy to
invest at least 65% of its assets in convertible securities.


         A holder of a synthetic convertible security faces the risk of a
decline in the price of the security or the level of the index involved in the
convertible component, causing a decline in the value of the call option or
warrant purchased to create the synthetic convertible security. Should the price
of the stock fall below the exercise price and remain there throughout the
exercise period, the entire amount paid for the call option or warrant would be
lost. Since a synthetic convertible security includes the fixed-income component
as well, the holder of a synthetic convertible security also faces the risk that
interest rates will rise, causing a decline in the value of the fixed-income
instrument.

         The Funds may also purchase synthetic convertible securities
manufactured by other parties, including convertible structured notes.
Convertible structured notes are fixed income debentures linked to equity, and
are typically issued by investment banks. Convertible structured notes have the
attributes of a convertible security, however, the investment bank that issued
the convertible note assumes the credit risk associated with the investment,
rather than the issuer of the underlying common stock into which the note is
convertible.

         DEBT SECURITIES

         In pursuing its investment objective, each Fund may invest in
convertible and non-convertible debt securities, including lower-rated
securities (i.e., securities rated BB or lower by Standard & Poor's Corporation
or Ba or lower by Moody's Investor Services, Inc.) and securities that are not
rated but are considered by the investment manager to be of similar quality.
There are no restrictions as to the ratings of debt securities acquired by a
Fund or the portion of a Fund's assets that may be invested in debt securities
in a particular ratings category, except that no Fund other than the High Yield
Fund will acquire a security rated below C.

Securities rated BBB or Baa are considered to be medium grade and to have
speculative characteristics. Lower-rated debt securities are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. Investment in medium- or lower-quality debt securities involves
greater investment risk, including the possibility of issuer default or
bankruptcy. An economic downturn could severely disrupt the market for such
securities and adversely affect the value of such securities. In addition,
lower-quality bonds are less sensitive to interest rate changes than
higher-quality instruments and generally are more sensitive to adverse economic
changes or individual corporate developments. During a period of adverse
economic changes, including a period of rising interest rates, issuers of such
bonds may experience difficulty in servicing their principal and interest
payment obligations.


                                      B-4

<PAGE>   86


Achievement by each Fund of its investment objectives will be more dependent on
the investment manager's credit analysis than would be the case if the Fund were
investing in higher-quality debt securities. Since the ratings of rating
services (which evaluate the safety of principal and interest payments, not
market risks) are used only as preliminary indicators of investment quality, the
investment manager employs its own credit research and analysis. These analyses
may take into consideration such quantitative factors as an issuer's present and
potential liquidity, profitability, internal capability to generate funds,
debt/equity ratio and debt servicing capabilities, and such qualitative factors
as an assessment of management, industry characteristics, accounting
methodology, and foreign business exposure.

Medium- and lower-quality debt securities may be less marketable than
higher-quality debt securities because the market for them is less broad. The
market for unrated debt securities is even narrower. During periods of thin
trading in these markets, the spread between bid and asked prices is likely to
increase significantly, and the Fund may have greater difficulty selling its
portfolio securities. The market value of these securities and their liquidity
may be affected by adverse publicity and investor perceptions.

         RULE 144A SECURITIES

         Each Fund may purchase securities that have been privately placed but
that are eligible for purchase and sale by certain qualified institutional
buyers, such as the Funds, under Rule 144A under the Securities Act of 1933. The
investment manager, under the supervision of the Trust's board of trustees, will
consider whether securities purchased under Rule 144A are illiquid and thus
subject to the Fund's restriction of investing no more than a specified
percentage of its net assets in illiquid securities. A determination of whether
a Rule 144A security is liquid or not is a question of fact. In making this
determination, the investment manger will consider the trading markets for the
specific security, taking into account the unregistered nature of a Rule 144A
security. In addition, the investment manager could consider the (1) frequency
of trades and quotes, (2) number of dealers and potential purchasers, (3) dealer
undertakings to make a market and (4) nature of a security and of marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of transfer). The liquidity of Rule 144A
securities will be monitored and, if as a result of changed conditions, it is
determined that a Rule 144A security is no longer liquid, the Fund's holdings of
illiquid securities would be reviewed to determine what, if any, steps are
required to assure that the Fund does not invest more than 10% of its assets in
illiquid securities. Investing in Rule 144A securities could have the effect of
increasing the amount of the a Fund's assets invested in illiquid securities if
qualified institutional buyers are unwilling to purchase such securities.

         FOREIGN SECURITIES

         Global Growth and Income Fund may invest all of its assets, and each
other Fund may invest up to 25% of its net assets, in securities of foreign
issuers. For this purpose, foreign securities do not include American Depositary
Receipts (ADRs) or securities guaranteed by a United States person, but may
include foreign securities in the form of European Depositary Receipts (EDRs),
Global Depositary Receipts (GDRs) or other securities representing underlying
shares of foreign issuers. Positions in those securities are not necessarily
denominated in the same currency as the common stocks into which they may be
converted. ADRs are receipts typically issued by an American bank or trust
company evidencing ownership of the underlying


                                      B-5

<PAGE>   87


securities. EDRs are European receipts listed on the Luxembourg Stock Exchange
evidencing a similar arrangement. GDRs are U.S. dollar-denominated receipts
evidencing ownership of foreign securities. Generally, ADRs, in registered form,
are designed for the U.S. securities markets and EDRs and GDRs, in bearer form,
are designed for use in foreign securities markets. Each Fund may invest in
sponsored or unsponsored ADRs. In the case of an unsponsored ADR, the Fund is
likely to bear its proportionate share of the expenses of the depository and it
may have greater difficulty in receiving shareholder communications than it
would have with a sponsored ADR.

         To the extent positions in portfolio securities are denominated in
foreign currencies, a Fund's investment performance is affected by the strength
or weakness of the U.S. dollar against those currencies. For example, if the
dollar falls in value relative to the Japanese yen, the dollar value of a
Japanese stock held in the portfolio will rise even though the price of the
stock remains unchanged. Conversely, if the dollar rises in value relative to
the yen, the dollar value of the Japanese stock will fall. (See discussion of
transaction hedging and portfolio hedging below under "Currency Exchange
Transactions.")

         Investors should understand and consider carefully the risks involved
in foreign investing. Investing in foreign securities, which are generally
denominated in foreign currencies, and utilization of forward foreign currency
exchange contracts involve certain considerations comprising both risks and
opportunities not typically associated with investing in U.S. securities. These
considerations include: fluctuations in exchange rates of foreign currencies;
possible imposition of exchange control regulation or currency restrictions that
would prevent cash from being brought back to the United States; less public
information with respect to issuers of securities; less governmental supervision
of stock exchanges, securities brokers, and issuers of securities; lack of
uniform accounting, auditing and financial reporting standards; lack of uniform
settlement periods and trading practices; less liquidity and frequently greater
price volatility in foreign markets than in the United States; possible
imposition of foreign taxes; and sometimes less advantageous legal, operational
and financial protections applicable to foreign sub-custodial arrangements.

         Although the Funds intend to invest in companies and governments of
countries having stable political environments, there is the possibility of
expropriation or confiscatory taxation, seizure or nationalization of foreign
bank deposits or other assets, establishment of exchange controls, the adoption
of foreign government restrictions, or other adverse political, social or
diplomatic developments that could affect investment in these nations.

         Each Fund other than Global Growth and Income Fund expects that
substantially all of its investments will be in developed nations. However, each
Fund may invest in the securities of emerging countries. The securities markets
of emerging countries are substantially smaller, less developed, less liquid and
more volatile than the securities markets of the U.S. and other more developed
countries. Disclosure and regulatory standards in many respects are less
stringent than in the U.S. and other major markets. There also may be a lower
level of monitoring and regulation of emerging markets and the activities of
investors in such markets, and enforcement of existing regulations has been
extremely limited. Economies in individual emerging markets may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
domestic product, rates of inflation, currency depreciation, capital
reinvestment, resource self-sufficiency and balance of payments positions. Many
emerging market countries have


                                      B-6

<PAGE>   88


experienced high rates of inflation for many years, which has had and may
continue to have very negative effects on the economies and securities markets
of those countries.

         CURRENCY EXCHANGE TRANSACTIONS. Currency exchange transactions may be
conducted either on a spot (i.e., cash) basis at the spot rate for purchasing or
selling currency prevailing in the foreign exchange market or through forward
currency exchange contracts ("forward contracts"). Forward contracts are
contractual agreements to purchase or sell a specified currency at a specified
future date (or within a specified time period) and price set at the time of the
contract. Forward contracts are usually entered into with banks, foreign
exchange dealers and broker-dealers, are not exchange traded, and are usually
for less than one year, but may be renewed.

         Forward currency exchange transactions may involve currencies of the
different countries in which the Funds may invest and serve as hedges against
possible variations in the exchange rate between these currencies. Currency
exchange transactions are limited to transaction hedging and portfolio hedging
involving either specific transactions or portfolio positions, except to the
extent described below under "Synthetic Foreign Money Market Positions."
Transaction hedging is the purchase or sale of forward contracts with respect to
specific receivables or payables of a Fund accruing in connection with the
purchase and sale of its portfolio securities or the receipt of dividends or
interest thereon. Portfolio hedging is the use of forward contracts with respect
to portfolio security positions denominated or quoted in a particular foreign
currency. Portfolio hedging allows the Fund to limit or reduce its exposure in a
foreign currency by entering into a forward contract to sell such foreign
currency (or another foreign currency that acts as a proxy for that currency) at
a future date for a price payable in U.S. dollars so that the value of the
foreign denominated portfolio securities can be approximately matched by a
foreign denominated liability. The Fund may not engage in portfolio hedging with
respect to the currency of a particular country to an extent greater than the
aggregate market value (at the time of making such sale) of the securities held
in its portfolio denominated or quoted in that particular currency, except that
the Fund may hedge all or part of its foreign currency exposure through the use
of a basket of currencies or a proxy currency where such currencies or currency
act as an effective proxy for other currencies. In such a case, the Fund may
enter into a forward contract where the amount of the foreign currency to be
sold exceeds the value of the securities denominated in such currency. The use
of this basket hedging technique may be more efficient and economical than
entering into separate forward contracts for each currency held in the Fund. The
Fund may not engage in "speculative" currency exchange transactions.

         If a Fund enters into a forward contract, the Fund's custodian will
segregate liquid assets of the Fund having a value equal to the Fund's
commitment under such forward contract. At the maturity of the forward contract
to deliver a particular currency, the Fund may either sell the portfolio
security related to the contract and make delivery of the currency, or it may
retain the security and either acquire the currency on the spot market or
terminate its contractual obligation to deliver the currency by purchasing an
offsetting contract with the same currency trader obligating it to purchase on
the same maturity date the same amount of the currency.

         It is impossible to forecast with absolute precision the market value
of portfolio securities at the expiration of a forward contract. Accordingly, it
may be necessary for a Fund to purchase additional currency on the spot market
(and bear the expense of such purchase) if the market value of the security is
less than the amount of currency the Fund is obligated to deliver and if a



                                      B-7

<PAGE>   89


decision is made to sell the security and make delivery of the currency.
Conversely, it may be necessary to sell on the spot market some of the currency
received upon the sale of the portfolio security if its market value exceeds the
amount of currency the Fund is obligated to deliver.

         If a Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in forward contract prices. If the Fund engages in an offsetting
transaction, it may subsequently enter into a new forward contract to sell the
currency. Should forward prices decline during the period between the Fund's
entering into a forward contract for the sale of a currency and the date it
enters into an offsetting contract for the purchase of the currency, the Fund
will realize a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
prices increase, the Fund will suffer a loss to the extent the price of the
currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell. A default on the contract would deprive the Fund of unrealized
profits or force the Fund to cover its commitments for purchase or sale of
currency, if any, at the current market price.

         Hedging against a decline in the value of a currency does not eliminate
fluctuations in the value of a portfolio security traded in that currency or
prevent a loss if the value of the security declines. Hedging transactions also
preclude the opportunity for gain if the value of the hedged currency should
rise. Moreover, it may not be possible for a Fund to hedge against a devaluation
that is so generally anticipated that the Fund is not able to contract to sell
the currency at a price above the devaluation level it anticipates. The cost to
a Fund of engaging in currency exchange transactions varies with such factors as
the currency involved, the length of the contract period, and prevailing market
conditions. Since currency exchange transactions are usually conducted on a
principal basis, no fees or commissions are involved.

         SYNTHETIC FOREIGN MONEY MARKET POSITIONS. Each Fund may invest in money
market instruments denominated in foreign currencies. In addition to, or in lieu
of, such direct investment, a Fund may construct a synthetic foreign money
market position by (a) purchasing a money market instrument denominated in one
currency, generally U.S. dollars, and (b) concurrently entering into a forward
contract to deliver a corresponding amount of that currency in exchange for a
different currency on a future date and at a specified rate of exchange. For
example, a synthetic money market position in Japanese yen could be constructed
by purchasing a U.S. dollar money market instrument, and entering concurrently
into a forward contract to deliver a corresponding amount of U.S. dollars in
exchange for Japanese yen on a specified date and at a specified rate of
exchange. Because of the availability of a variety of highly liquid short-term
U.S. dollar money market instruments, a synthetic money market position
utilizing such U.S. dollar instruments may offer greater liquidity than direct
investment in foreign currency and a concurrent construction of a synthetic
position in such foreign currency, in terms of both income yield and gain or
loss from changes in currency exchange rates, in general should be similar, but
would not be identical because the components of the alternative investments
would not be identical.

LENDING OF PORTFOLIO SECURITIES

         Each Fund may lend its portfolio securities to broker-dealers and
banks. Any such loan must be continuously secured by collateral in cash or cash
equivalents maintained on a current basis in an amount at least equal to the
market value of the securities loaned by the Fund. The


                                      B-8

<PAGE>   90


Fund would continue to receive the equivalent of the interest or dividends paid
by the issuer on the securities loaned, and would also receive an additional
return that may be in the form of a fixed fee or a percentage of the collateral.
The Fund may pay reasonable fees to persons unaffiliated with the Fund for
services in arranging these loans. The Fund would have the right to call the
loan and obtain the securities loaned at any time on notice of not more than
five business days. The Fund would not have the right to vote the securities
during the existence of the loan but would call the loan to permit voting of the
securities, if, in the investment manager's judgment, a material event requiring
a shareholder vote would otherwise occur before the loan was repaid. In the
event of bankruptcy or other default of the borrower, the Fund could experience
both delays in liquidating the loan collateral or recovering the loaned
securities and losses, including (a) possible decline in the value of the
collateral or in the value of the securities loaned during the period while the
Fund seeks to enforce its rights thereto, (b) possible subnormal levels of
income and lack of access to income during this period, and (c) expenses of
enforcing its rights. In an effort to reduce these risks, the investment manager
will monitor the creditworthiness of the firms to which the Fund lends
securities.

REPURCHASE AGREEMENTS

         Each Fund may invest in repurchase agreements, provided that Global
Growth and Income Fund may not invest more than 15%, and each other Fund may not
invest more than 10%, of its net assets in repurchase agreements maturing in
more than seven days and any other illiquid securities. A repurchase agreement
is a sale of securities to the Fund in which the seller agrees to repurchase the
securities at a higher price, which includes an amount representing interest on
the purchase price, within a specified time. In the event of bankruptcy of the
seller, the Fund could experience both losses and delays in liquidating its
collateral.

OPTIONS ON SECURITIES, INDEXES AND CURRENCIES

         Each Fund may purchase and sell put options and call options on
securities, indexes or foreign currencies in standardized contracts traded on
recognized securities exchanges, boards of trade, or similar entities, or quoted
on NASDAQ. A Fund may purchase agreements, sometimes called cash puts, that may
accompany the purchase of a new issue of bonds from a dealer.

         An option on a security (or index) is a contract that gives the
purchaser (holder) of the option, in return for a premium, the right to buy from
(call) or sell to (put) the seller (writer) of the option the security
underlying the option (or the cash value of the index) at a specified exercise
price at any time during the term of the option (normally not exceeding nine
months). The writer of an option on an individual security or on a foreign
currency has the obligation upon exercise of the option to deliver the
underlying security or foreign currency upon payment of the exercise price or to
pay the exercise price upon delivery of the underlying security or foreign
currency. Upon exercise, the writer of an option on an index is obligated to pay
the difference between the cash value of the index and the exercise price
multiplied by the specified multiplier for the index option. (An index is
designed to reflect specified facets of a particular financial or securities
market, a specific group of financial instruments or securities, or certain
economic indicators.)

         A Fund will write call options and put options only if they are
"covered." For example, in the case of a call option on a security, the option
is "covered" if the Fund owns the security underlying the call or has an
absolute and immediate right to acquire that security without


                                      B-9

<PAGE>   91


additional cash consideration (or, if additional cash consideration is required,
cash or cash equivalents in such amount are held in a segregated account by its
custodian) upon conversion or exchange of other securities held in its
portfolio.

         If an option written by a Fund expires, the Fund realizes a capital
gain equal to the premium received at the time the option was written. If an
option purchased by the Fund expires, the Fund realizes a capital loss equal to
the premium paid.

         Prior to the earlier of exercise or expiration, an option may be closed
out by an offsetting purchase or sale of an option of the same series (type,
exchange, underlying security or index, exercise price and expiration). There
can be no assurance, however, that a closing purchase or sale transaction can be
effected when the Fund desires.

         A Fund will realize a capital gain from a closing purchase transaction
if the cost of the closing option is less than the premium received from writing
the option, or, if it is more, the Fund will realize a capital loss. If the
premium received from a closing sale transaction is more than the premium paid
to purchase the option, the Fund will realize a capital gain or, if it is less,
the Fund will realize a capital loss. The principal factors affecting the market
value of a put or a call option include supply and demand, interest rates, the
current market price of the underlying security or index in relation to the
exercise price of the option, the volatility of the underlying security or
index, and the time remaining until the expiration date.

         A put or call option purchased by a Fund is an asset of the Fund,
valued initially at the premium paid for the option. The premium received for an
option written by the Fund is recorded as a deferred credit. The value of an
option purchased or written is marked-to-market daily and is valued at the
closing price on the exchange on which it is traded or, if not traded on an
exchange or no closing price is available, at the mean between the last bid and
asked prices.

         RISKS ASSOCIATED WITH OPTIONS. There are several risks associated with
transactions in options. For example, there are significant differences between
the securities markets, the currency markets and the options markets that could
result in an imperfect correlation among these markets, causing a given
transaction not to achieve its objectives. A decision as to whether, when and
how to use options involves the exercise of skill and judgment, and even a
well-conceived transaction may be unsuccessful to some degree because of market
behavior or unexpected events.

         There can be no assurance that a liquid market will exist when a Fund
seeks to close out an option position. If the Fund were unable to close out an
option that it has purchased on a security, it would have to exercise the option
in order to realize any profit or the option would expire and become worthless.
If the Fund were unable to close out a covered call option that it had written
on a security, it would not be able to sell the underlying security until the
option expired. As the writer of a covered call option on a security, the Fund
foregoes, during the option's life, the opportunity to profit from increases in
the market value of the security covering the call option above the sum of the
premium and the exercise price of the call. As the writer of a covered call
option on a foreign currency, the Fund foregoes, during the option's life, the
opportunity to profit from currency appreciation.




                                      B-10

<PAGE>   92


         If trading were suspended in an option purchased or written by a Fund,
the Fund would not be able to close out the option. If restrictions on exercise
were imposed, the Fund might not be able to exercise an option it has purchased.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

         Each Fund may use interest rate futures contracts, index futures
contracts and foreign currency futures contracts. An interest rate, index or
foreign currency futures contract provides for the future sale by one party and
purchase by another party of a specified quantity of a financial instrument or
the cash value of an index(1) at a specified price and time. A public market
exists in futures contracts covering a number of indexes (including, but not
limited to: the Standard & Poor's 500 Index, the Russell 2000 Index, the Value
Line Composite Index, and the New York Stock Exchange Composite Index) as well
as financial instruments (including, but not limited to: U.S. Treasury bonds,
U.S. Treasury notes, Eurodollar certificates of deposit and foreign currencies).
Other index and financial instrument futures contracts are available and it is
expected that additional futures contracts will be developed and traded.

         Each Fund may purchase and write call and put futures options. Futures
options possess many of the same characteristics as options on securities,
indexes and foreign currencies (discussed above). A futures option gives the
holder the right, in return for the premium paid, to assume a long position
(call) or short position (put) in a futures contract at a specified exercise
price at any time during the period of the option. Upon exercise of a call
option, the holder acquires a long position in the futures contract and the
writer is assigned the opposite short position. In the case of a put option, the
opposite is true. The Fund might, for example, use futures contracts to hedge
against or gain exposure to fluctuations in the general level of stock prices,
anticipated changes in interest rates or currency fluctuations that might
adversely affect either the value of the Fund's securities or the price of the
securities that the Fund intends to purchase. Although other techniques could be
used to reduce or increase the Fund's exposure to stock price, interest rate and
currency fluctuations, the Fund may be able to achieve its desired exposure more
effectively and perhaps at a lower cost by using futures contracts and futures
options.

         A Fund will only enter into futures contracts and futures options that
are standardized and traded on an exchange, board of trade or similar entity, or
quoted on an automated quotation system.

         The success of any futures transaction depends on the investment
manager correctly predicting changes in the level and direction of stock prices,
interest rates, currency exchange rates and other factors. Should those
predictions be incorrect, the Fund's return might have been better had the
transaction not been attempted; however, in the absence of the ability to use
futures contracts, the investment manager might have taken portfolio actions in
anticipation of the same market movements with similar investment results, but,
presumably, at greater transaction costs.

- ----------------------------
1     A futures contract on an index is an agreement pursuant to which two
      parties agree to take or make delivery of an amount of cash equal to the
      difference between the value of the index at the close of the last trading
      day of the contract and the price at which the index contract was
      originally written. Although the value of a securities index is a function
      of the value of certain specified securities, no physical delivery of
      those securities is made.



                                      B-11

<PAGE>   93


         When a purchase or sale of a futures contract is made by a Fund, the
Fund is required to deposit with its custodian (or broker, if legally permitted)
a specified amount of cash or U.S. Government securities or other securities
acceptable to the broker ("initial margin"). The margin required for a futures
contract is set by the exchange on which the contract is traded and may be
modified during the term of the contract, although a Fund's broker may require
margin deposits in excess of the minimum required by the exchange. The initial
margin is in the nature of a performance bond or good faith deposit on the
futures contract, which is returned to the Fund upon termination of the
contract, assuming all contractual obligations have been satisfied. The Fund
expects to earn interest income on its initial margin deposits. A futures
contract held by the Fund is valued daily at the official settlement price of
the exchange on which it is traded. Each day the Fund pays or receives cash,
called "variation margin," equal to the daily change in value of the futures
contract. This process is known as "marking-to-market." Variation margin paid or
received by the Fund does not represent a borrowing or loan by the Fund but is
instead settlement between the Fund and the broker of the amount one would owe
the other if the futures contract had expired at the close of the previous day.
In computing daily net asset value, the Fund will mark-to-market its open
futures positions.

         The Fund is also required to deposit and maintain margin with respect
to put and call options on futures contracts written by it. Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option and
other futures positions held by the Fund.

         Although some futures contracts call for making or taking delivery of
the underlying securities, usually these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month). If an offsetting
purchase price is less than the original sale price, the Fund engaging in the
transaction realizes a capital gain, or if it is more, the Fund realizes a
capital loss. Conversely, if an offsetting sale price is more than the original
purchase price, the Fund engaging in the transaction realizes a capital gain, or
if it less, the Fund realizes a capital loss. The transaction costs must also be
included in these calculations.

         RISKS ASSOCIATED WITH FUTURES. There are several risks associated with
the use of futures contracts and futures options. A purchase or sale of a
futures contract may result in losses in excess of the amount invested in the
futures contract. In trying to increase or reduce market exposure, there can be
no guarantee that there will be a correlation between price movements in the
futures contract and in the portfolio exposure sought. In addition, there are
significant differences between the securities and futures markets that could
result in an imperfect correlation between the markets, causing a given
transaction not to achieve its objectives. The degree of imperfection of
correlation depends on circumstances such as: variations in speculative market
demand for futures, futures options and the related securities, including
technical influences in futures and futures options trading and differences
between the securities markets and the securities underlying the standard
contracts available for trading. For example, in the case of index futures
contracts, the composition of the index, including the issuers and the weighing
of each issue, may differ from the composition of the Fund's portfolio, and, in
the case of interest rate futures contracts, the interest rate levels,
maturities and creditworthiness of the issues underlying the futures contract
may differ from the financial instruments held in the Fund's portfolio. A
decision as to whether, when and how to use futures contracts involves the



                                      B-12

<PAGE>   94


exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected stock price
or interest rate trends.

         Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses. Stock index futures contracts are not normally subject to
such daily price change limitations.

         There can be no assurance that a liquid market will exist at a time
when a Fund seeks to close out a futures or futures option position. The Fund
would be exposed to possible loss on the position during the interval of
inability to close, and would continue to be required to meet margin
requirements until the position is closed. In addition, many of the contracts
discussed above are relatively new instruments without a significant trading
history. As a result, there can be no assurance that an active secondary market
will develop or continue to exist.

LIMITATIONS ON OPTIONS AND FUTURES

         If other options, futures contracts or futures options of types other
than those described herein are traded in the future, a Fund may also use those
investment vehicles, provided the board of trustees determines that their use is
consistent with the Fund's investment objective.

         A Fund will not enter into a futures contract or purchase an option
thereon if, immediately thereafter, the initial margin deposits for futures
contracts held by the Fund plus premiums paid by it for open futures option
positions, less the amount by which any such positions are "in-the-money,"(2)
would exceed 5% of the Fund's total assets.

         When purchasing a futures contract or writing a put option on a futures
contract, a Fund must maintain with its custodian (or broker, if legally
permitted) cash or cash equivalents (including any margin) equal to the market
value of such contract. When writing a call option on a futures contract, the
Fund similarly will maintain with its custodian cash or cash equivalents
(including any margin) equal to the amount by which such option is in-the-money
until the option expires or is closed by the Fund.

         A Fund may not maintain open short positions in futures contracts, call
options written on futures contracts or call options written on indexes if, in
the aggregate, the market value of all such open positions exceeds the current
value of the securities in its portfolio, plus or minus unrealized gains and
losses on the open positions, adjusted for the historical relative volatility of

- --------------------------
2     A call option is "in-the-money" if the value of the futures contract that
      is the subject of the option exceeds the exercise price. A put option is
      "in-the-money" if the exercise price exceeds the value of the futures
      contract that is the subject of the option.


                                      B-13

<PAGE>   95


the relationship between the portfolio and the positions. For this purpose, to
the extent the Fund has written call options on specific securities in its
portfolio, the value of those securities will be deducted from the current
market value of the securities portfolio.

         In order to comply with Commodity Futures Trading Commission Regulation
4.5 and thereby avoid being deemed a "commodity pool operator," a Fund will use
commodity futures or commodity options contracts solely for bona fide hedging
purposes within the meaning and intent of Regulation 1.3(z), or, with respect to
positions in commodity futures and commodity options contracts that do not come
within the meaning and intent of 1.3(z), the aggregate initial margin and
premiums required to establish such positions will not exceed 5% of the fair
market value of the assets of the Fund, after taking into account unrealized
profits and unrealized losses on any such contracts it has entered into [in the
case of an option that is in-the-money at the time of purchase, the in-the-money
amount (as defined in Section 190.01(x) of the Commission Regulations) may be
excluded in computing such 5%].

TAXATION OF OPTIONS AND FUTURES

         If a Fund exercises a call or put option that it holds, the premium
paid for the option is added to the cost basis of the security purchased (call)
or deducted from the proceeds of the security sold (put). For cash settlement
options and futures options exercised by the Fund, the difference between the
cash received at exercise and the premium paid is a capital gain or loss.

         If a call or put option written by a Fund is exercised, the premium is
included in the proceeds of the sale of the underlying security (call) or
reduces the cost basis of the security purchased (put). For cash settlement
options and futures options written by the Fund, the difference between the cash
paid at exercise and the premium received is a capital gain or loss.

         Entry into a closing purchase transaction will result in capital gain
or loss. If an option written by a Fund was in-the-money at the time it was
written and the security covering the option was held for more than the
long-term holding period prior to the writing of the option, any loss realized
as a result of a closing purchase transaction will be long-term. The holding
period of the securities covering an in-the-money option will not include the
period of time the option is outstanding.

         If a Fund writes an equity call option(3) other than a "qualified
covered call option," as defined in the Internal Revenue Code, any loss on such
option transaction, to the extent it does not exceed the unrealized gains on the
securities covering the option, may be subject to deferral until the securities
covering the option have been sold.

         A futures contract held until delivery results in capital gain or loss
equal to the difference between the price at which the futures contract was
entered into and the settlement price on the earlier of delivery notice date or
expiration date. If the Fund delivers securities under a futures contract, the
Fund also realizes a capital gain or loss on those securities.

- ------------------------
3     An equity option is defined to mean any option to buy or sell stock, and
      any other option the value of which is determined by reference to an index
      of stocks of the type that is ineligible to be traded on a commodity
      futures exchange (e.g., an option contract on a sub-index based on the
      price of nine hotel-casino stocks). The definition of equity option
      excludes options on broad-based stock indexes (such as the Standard &
      Poor's 500 index).


                                      B-14

<PAGE>   96


         For federal income tax purposes, a Fund generally is required to
recognize as income for each taxable year its net unrealized gains and losses as
of the end of the year on futures, futures options and non-equity options
positions ("year-end mark-to-market"). Generally, any gain or loss recognized
with respect to such positions (either by year-end mark-to-market or by actual
closing of the positions) is considered to be 60% long-term and 40% short-term,
without regard to the holding periods of the contracts. However, in the case of
positions classified as part of a "mixed straddle," the recognition of losses on
certain positions (including options, futures and futures options positions, the
related securities and certain successor positions thereto) may be deferred to a
later taxable year. Sale of futures contracts or writing of call options (or
futures call options) or buying put options (or futures put options) that are
intended to hedge against a change in the value of securities held by the Fund:
(1) will affect the holding period of the hedged securities; and (2) may cause
unrealized gain or loss on such securities to be recognized upon entry into the
hedge.

         If a Fund were to enter into a short index future, short index futures
option or short index option position and the Fund's portfolio were deemed to
"mimic" the performance of the index underlying such contract, the option or
futures contract position and the Fund's stock positions would be deemed to be
positions in a mixed straddle, subject to the above-mentioned loss deferral
rules.

         In order for a Fund to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities and gains from the sale of
securities or foreign currencies, or other income (including but not limited to
gains from options, futures or forward contracts). Any net gain realized from
futures (or futures options) contracts will be considered gain from the sale of
securities and therefore be qualifying income for purposes of the 90%
requirement.

         Each Fund distributes to shareholders annually any net capital gains
that have been recognized for federal income tax purposes (including year-end
mark-to-market gains) on options and futures transactions. Such distributions
are combined with distributions of capital gains realized on the Fund's other
investments, and shareholders are advised of the nature of the payments.


         WARRANTS


         Each Fund may invest in warrants. A warrant is a right to purchase
common stock at a specific price (usually at a premium above the market value of
the underlying common stock at time of issuance) during a specified period of
time. A warrant may have a life ranging from less than a year to twenty years or
longer, but a warrant becomes worthless unless it is exercised or sold before
expiration. In addition, if the market price of the common stock does not exceed
the warrant's exercise price during the life of the warrant, the warrant will
expire worthless. Warrants have no voting rights, pay no dividends and have no
rights with respect to the assets of the corporation issuing them. The
percentage increase or decrease in the value of a warrant may be greater than
the percentage increase or decrease in the value of the underlying common stock.




                                      B-15

<PAGE>   97


PORTFOLIO TURNOVER

         Although the Funds do not purchase securities with a view to rapid
turnover, there are no limitations on the length of time that portfolio
securities must be held. Portfolio turnover can occur for a number of reasons,
including calls for redemption, general conditions in the securities markets,
more favorable investment opportunities in other securities, or other factors
relating to the desirability of holding or changing a portfolio investment. The
portfolio turnover rates may vary greatly from year to year. A high rate of
portfolio turnover in a Fund would result in increased transaction expense,
which must be borne by that Fund. High portfolio turnover may also result in the
realization of capital gains or losses and, to the extent net short-term capital
gains are realized, any distributions resulting from such gains will be
considered ordinary income for federal income tax purposes.

SHORT SALES


         Each Fund may attempt to hedge against market risk and to enhance
income by selling short "against the box," that is: (1) entering into short
sales of securities that it currently has the right to acquire through the
conversion or exchange of other securities that it owns, or to a lesser extent,
entering into short sales of securities that it currently owns; and (2) entering
into arrangements with the broker-dealers through which such securities are sold
short to receive income with respect to the proceeds of short sales during the
period the Fund's short positions remain open. Each Fund other than Market
Neutral Fund may make short sales of securities only if at all times when a
short position is open the Fund owns an equal amount of such securities or
securities convertible into or exchangeable for, without payment of any further
consideration, securities of the same issue as, and equal in amount to, the
securities sold short.

         In addition to selling short against the box, Market Neutral Fund may
sell short securities that it currently has the right to acquire upon payment of
additional consideration, for instance, upon exercise of a warrant or option.
This technique would be used by Market Neutral Fund to hedge against market risk
in connection with a synthetic convertible security in the same way selling
short against the box hedges against market risk in connection with a true
convertible security.


         In a short sale against the box, a Fund does not deliver from its
portfolio the securities sold and does not receive immediately the proceeds from
the short sale. Instead, the Fund borrows the securities sold short from a
broker-dealer through which the short sale is executed, and the broker-dealer
delivers such securities, on behalf of the Fund, to the purchaser of such
securities. Such broker-dealer is entitled to retain the proceeds from the short
sale until the Fund delivers to such broker-dealer the securities sold short. In
addition, the Fund is required to pay to the broker-dealer the amount of any
dividends paid on shares sold short. Finally, to secure its obligation to
deliver to such broker-dealer the securities sold short, the Fund must deposit
and continuously maintain in a separate account with the Fund's custodian an
equivalent amount of the securities sold short or securities convertible into or
exchangeable for such securities without the payment of additional
consideration. The Fund is said to have a short position in the securities sold
until it delivers to the broker-dealer the securities sold, at which time the
Fund receives the proceeds of the sale. Because the Fund ordinarily will want to
continue to hold securities in its portfolio that are sold short, the Fund will
normally close out a short position by



                                      B-16

<PAGE>   98


purchasing on the open market and delivering to the broker-dealer an equal
amount of the securities sold short, rather than by delivering portfolio
securities.

         A short sale works the same way, except that the Fund places in the
segregated account cash or U.S. government securities equal in value to the
difference between (i) the market value of the securities sold short at the time
they were sold short and (ii) any cash or U.S. government securities required to
be deposited with the broker as collateral. In addition, so long as the short
position is open, the Fund must daily adjust the value of the segregated account
so that the amount deposited in it, plus any amount deposited with the broker as
collateral, will equal the current market value of the security sold short.
However, the value of the segregated account may not be reduced below the point
at which the segregated account, plus any amount deposited with the broker, is
equal to the market value of the securities sold short at the time they were
sold short.


         Market Neutral Fund will conduct its short sales so that no more than
10% of the net assets of the Fund, when added together, will be (i) deposited
with brokers as collateral, and (ii) allocated to segregated accounts in
connection with short sales, at any time.


         Short sales may protect a Fund against the risk of losses in the value
of its portfolio securities because any unrealized losses with respect to such
portfolio securities should be wholly or partially offset by a corresponding
gain in the short position. However, any potential gains in such portfolio
securities should be wholly or partially offset by a corresponding loss in the
short position. The extent to which such gains or losses are offset will depend
upon the amount of securities sold short relative to the amount the Fund owns,
either directly or indirectly, and, in the case where the Fund owns convertible
securities, changes in the conversion premium.

         Short sale transactions of a Fund involve certain risks. In particular,
the imperfect correlation between the price movements of the convertible
securities and the price movements of the underlying common stock being sold
short creates the possibility that losses on the short sale hedge position may
be greater than gains in the value of the portfolio securities being hedged. In
addition, to the extent that a Fund pays a conversion premium for a convertible
security, the Fund is generally unable to protect against a loss of such premium
pursuant to a short sale hedge. In determining the number of shares to be sold
short against a Fund's position in the convertible securities, the anticipated
fluctuation in the conversion premiums is considered. A Fund will also incur
transaction costs in connection with short sales. Certain provisions of the
Internal Revenue Code may limit the degree to which the Fund is able to enter
into short sales, which limitations might impair the Fund's ability to achieve
its investment objective. See "Taxation."

         In addition to enabling a Fund to hedge against market risk, short
sales may afford a Fund an opportunity to earn additional current income to the
extent the Fund is able to enter into arrangements with broker-dealers through
which the short sales are executed to receive income with respect to the
proceeds of the short sales during the period the Fund's short positions remain
open.

          The Taxpayer Relief Act of 1997 imposed constructive sale treatment
for federal income tax purposes on certain hedging strategies with respect to
appreciated securities. Under these rules taxpayers will recognize gain, but not
loss, with respect to securities if they enter into short


                                      B-17

<PAGE>   99


sales or "offsetting notional principal contracts" (as defined by the Act), or
futures or "forward contracts" (as defined by the Act) with respect to the same
or substantially identical property, or if they enter into such transactions and
then acquire the same or substantially identical property. The Secretary of the
Treasury is authorized to promulgate regulations that will treat as constructive
sales certain transactions that have substantially the same effect as short
sales.

"WHEN-ISSUED" AND DELAYED DELIVERY SECURITIES AND REVERSE REPURCHASE AGREEMENTS

         Each Fund may purchase securities on a when-issued or delayed-delivery
basis. Although the payment and interest terms of these securities are
established at the time the Fund enters into the commitment, the securities may
be delivered and paid for a month or more after the date of purchase, when their
value may have changed. The Fund makes such commitments only with the intention
of actually acquiring the securities, but may sell the securities before
settlement date if the Adviser deems it advisable for investment reasons. The
Fund may utilize spot and forward foreign currency exchange transactions to
reduce the risk inherent in fluctuations in the exchange rate between one
currency and another when securities are purchased or sold on a when-issued or
delayed-delivery basis.

         Each Fund may enter into reverse repurchase agreements with banks and
securities dealers. A reverse repurchase agreement is a repurchase agreement in
which the Fund is the seller of, rather than the investor in, securities and
agrees to repurchase them at an agreed-upon time and price. Use of a reverse
repurchase agreement may be preferable to a regular sale and later repurchase of
securities because it avoids certain market risks and transaction costs.

         At the time when a Fund enters into a binding obligation to purchase
securities on a when-issued basis or enters into a reverse repurchase agreement,
liquid assets (cash, U.S. Government securities or other "high-grade" debt
obligations) of the Fund having a value at least as great as the purchase price
of the securities to be purchased will be segregated on the books of the Fund
and held by the custodian throughout the period of the obligation. The use of
these investment strategies, as well as borrowing under a line of credit as
described below, may increase net asset value fluctuation.

ILLIQUID SECURITIES

         Global Growth and Income Fund may invest up to 15% of its total assets,
and each other Fund may invest up to 10% of its total assets, taken at market
value, in illiquid securities, including any securities that are not readily
marketable either because they are restricted securities or for other reasons.
Restricted securities are securities that are subject to restrictions on resale
because they have not been registered for sale under the Securities Act of 1933.
A position in restricted securities might adversely affect the liquidity and
marketability of a portion of the Fund's portfolio, and the Fund might not be
able to dispose of its holdings in such securities promptly or at reasonable
prices. In those instances where a Fund is required to have restricted
securities held by it registered prior to sale by the Fund and the Fund does not
have a contractual commitment from the issuer or seller to pay the costs of such
registration, the gross proceeds from the sale of securities would be reduced by
the registration costs and underwriting discounts. Any such registration costs
are not included in the percentage limitation on a Fund's investment in
restricted securities. The Funds do not intend to invest in illiquid securities
during the next fiscal year, except that the Funds may invest in options traded
on the NASDAQ National Market System.


                                      B-18

<PAGE>   100


         TEMPORARY INVESTMENTS

         Each Fund may make temporary investments without limitation when the
investment manager determines that a defensive position is warranted. Such
investments may be in money market instruments, consisting of obligations of, or
guaranteed as to principal and interest by, the U.S. Government or its agencies
or instrumentalities; certificates of deposit, bankers' acceptances and other
obligations of domestic banks having total assets of at least $500 million and
which are regulated by the U.S. Government, its agencies or instrumentalities;
commercial paper rated in the highest category by a recognized rating agency;
and repurchase agreements.

REPURCHASE AGREEMENTS

         As part of its strategy for the temporary investment of cash, each Fund
may enter into "repurchase agreements" pertaining to U.S. Government securities
with member banks of the Federal Reserve System or primary dealers (as
designated by the Federal Reserve Bank of New York) in such securities. A
repurchase agreement arises when a Fund purchases a security and simultaneously
agrees to resell it to the vendor at an agreed upon future date. The resale
price is greater than the purchase price, reflecting an agreed upon market rate
of return that is effective for the period of time the Fund holds the security
and that is not related to the coupon rate on the purchased security. Such
agreements generally have maturities of no more than seven days and could be
used to permit a Fund to earn interest on assets awaiting long term investment.
The Funds require continuous maintenance by the custodian for the Fund's account
in the Federal Reserve/Treasury Book Entry System of collateral in an amount
equal to, or in excess of, the market value of the securities that are the
subject of a repurchase agreement. Repurchase agreements maturing in more than
seven days are considered illiquid securities. In the event of a bankruptcy or
other default of a seller of a repurchase agreement, the Fund could experience
both delays in liquidating the underlying security and losses, including: (a)
possible decline in the value of the underlying security during the period while
the Fund seeks to enforce its rights thereto; (b) possible subnormal levels of
income and lack of access to income during this period; and (c) expenses of
enforcing its rights.


                             INVESTMENT RESTRICTIONS

         Each Fund operates under the following investment restrictions. A Fund
may not (except as indicated):

(i)      as to 75% of its assets, invest more than 5% of its total assets, taken
         at market value at the time of a particular purchase, in the securities
         of any one issuer, except that this restriction does not apply to
         securities issued or guaranteed by the United States Government or its
         agencies or instrumentalities;

(ii)     acquire more than 10%, taken at the time of a particular purchase, of
         the outstanding voting securities of any one issuer;

(iii)    act as an underwriter of securities, except insofar as it may be deemed
         an underwriter for purposes of the Securities Act of 1933 on
         disposition of securities acquired subject to legal or contractual
         restrictions on resale;



                                      B-19

<PAGE>   101


(iv)     purchase or sell real estate (although it may purchase securities
         secured by real estate or interests therein, or securities issued by
         companies which invest in real estate or interests therein),
         commodities or commodity contracts;

(v)      make loans, but this restriction shall not prevent the Fund from (a)
         investing in debt obligations, (b) investing in repurchase agreements
         or (c) lending portfolio securities;

(vi)     invest more than 10% (or 15% in the case of Global Growth and Income
         Fund) of the Fund's net assets (taken at market value at the time of
         each purchase) in illiquid securities, including repurchase agreements
         maturing in more than seven days;

(vii)    borrow, except that the Fund may (a) borrow up to 10% of its total
         assets, taken at market value at the time of such borrowing, as a
         temporary measure for extraordinary or emergency purposes, but not to
         increase portfolio income (the total of reverse repurchase
         agreements1and such borrowings will not exceed 10% of total assets, and
         the Fund will not purchase securities when its borrowings exceed 5% of
         total assets) and (b) enter into transactions in options;

(viii)   invest in a security if more than 25% of its total assets (taken at
         market value at the time of a particular purchase) would be invested in
         the securities of issuers in any particular industry, except that this
         restriction does not apply to securities issued or guaranteed by the
         U.S. Government or its agencies or instrumentalities; or


(ix)     issue any senior security, except that the Market Neutral Fund may sell
         securities short.


         The above restrictions are fundamental policies and may not be changed
with respect to a Fund without the approval of a "majority" of the outstanding
shares of that Fund, which for this purpose means the approval of the lesser of
(a) more than 50% of the outstanding voting securities of that Fund or (b) 67%
or more of the outstanding shares if the holders of more than 50% of the
outstanding shares of that Fund are present or represented at the meeting by
proxy.

         In addition to the fundamental restrictions listed above, no Fund may:

         (a) invest in shares of other open-end investment companies (except in
connection with a plan of merger or reorganization);

         (b) invest in companies for the purpose of exercising control or
management;

         (c) purchase securities on margin (except for use of such short-term
credits as are necessary for the clearance of transactions, including
transactions in options, futures and options on futures), or participate on a
joint or a joint and several basis in any trading account in securities, except
in connection with transactions in options, futures and options on futures;


         (d) make short sales of securities, except that a Fund may make short
sales of securities (i) if the Fund owns an equal amount of such securities, or
owns securities that are convertible or exchangeable, without payment of further
consideration, into an equal amount of such securities and (ii) Market Neutral
Fund may make short sales of securities other than those described in clause
(i), provided that no more than 10% of its net assets would, when



                                      B-20

<PAGE>   102


added together, be deposited with brokers as collateral or allocated to
segregated accounts in connection with short sales other than those described in
clause (i);

         (e) invest more than 25% of its net assets (valued at time of purchase)
in securities of foreign issuers (other than securities represented by American
Depositary Receipts and securities guaranteed by a U.S. person), except that
Global Growth and Income Fund may invest all of its assets in securities of
foreign issuers.

         Restrictions (a) through (e) may be changed by the board of trustees
without shareholder approval.

         Notwithstanding the foregoing investment restrictions, a Fund may
purchase securities pursuant to the exercise of subscription rights, subject to
the condition that such purchase will not result in the Fund's ceasing to be a
diversified investment company. Far Eastern and European corporations frequently
issue additional capital stock by means of subscription rights offerings to
existing shareholders at a price substantially below the market price of the
shares. The failure to exercise such rights would result in the Fund's interest
in the issuing company being diluted. The market for such rights is not well
developed in all cases and, accordingly, the Fund may not always realize full
value on the sale of rights. The exception applies in cases where the limits set
forth in the investment restrictions would otherwise be exceeded by exercising
rights or would have already been exceeded as a result of fluctuations in the
market value of the Fund's portfolio securities with the result that the Fund
would be forced either to sell securities at a time when it might not otherwise
have done so, to forego exercising the rights.

                                   MANAGEMENT

TRUSTEES AND OFFICERS

         Set forth below is information about the trustees and officers of the
Trust.

<TABLE>
<CAPTION>
Name, Position(s) with Trust
and Age at March 31, 1999                     Principal Occupation(s) During Past Five Years
- ----------------------------                  ----------------------------------------------
<S>                                           <C>
John P. Calamos (1)                           President,  Calamos  Asset  Management,  Inc.  ("CAM"),  an  investment
   Trustee and President, 58                  adviser  and  the  Funds'  investment   adviser;   President,   Calamos
                                              Financial  Services,  Inc.  ("CFS"),  a  broker-dealer  and the  Funds'
                                              distributor.

Nick P. Calamos (1)                           Managing Director, CAM and CFS.
   Trustee and Vice President, 38

Richard J. Dowen (2)                          Professor of Finance, Northern Illinois University.
   Trustee, 54

Robert Frost (2)                              Management Consultant, ECOM Consultants, Inc.
   Trustee, 59

William A. Kaun (2)                           Principal, W.A. Kaun Co. (investment adviser and publisher).
   Trustee, 71
</TABLE>



                                      B-21

<PAGE>   103



<TABLE>
<CAPTION>
Name, Position(s) with Trust
and Age at March 31, 1999                     Principal Occupation(s) During Past Five Years
- ----------------------------                  ----------------------------------------------
<S>                                           <C>
James W. Faulkner Treasurer and               Chief Financial Officer, CAM, since 1998; Consultant (self-employed),
   Assistant Secretary, 41                    1996 - 1997; Controller, Romano Brothers & Company, prior thereto.

James S. Hamman, Jr.                          Vice President and General  Counsel,  CAM,  since 1998;  Vice President
   Secretary, 29                              and Associate Counsel,  Scudder Kemper  Investments,  Inc.  (investment
                                              manager), 1996 - 1998; attorney,
                                              Vedder, Price, Kaufman & Kammholz,
                                              prior thereto.
</TABLE>


- ----------------------
(1)      John P. Calamos and Nick P. Calamos are trustees who are "interested
         persons" of the Trust as defined in the Investment Company Act of 1940
         (the "1940 Act") and are members of the executive committee of the
         board of trustees, which has authority during intervals between
         meetings of the board of trustees to exercise the powers of the board.

(2)      Messrs. Dowen, Frost and Kaun are members of the audit committee of the
         board of trustees, which makes recommendations regarding the selection
         of the Trust's independent auditors and meets with representatives of
         the independent auditors to determine the scope and review the results
         of each audit.

The trustees of the Trust are also trustees of Calamos Advisors Trust, an
open-end investment company advised by Calamos Asset Management, Inc.

         The address of Mr. Dowen is Department of Finance, Northern Illinois
University, DeKalb, Illinois 60115; that of Mr. Frost is 53 Ward Drive, New
Rochelle, New York 10804; and that of Mr. Kaun is 1750 Grandstand Place, Elgin,
Illinois 60123. The address of the officers of the Trust is 1111 East
Warrenville Road, Naperville, Illinois 60563-1493. Nick Calamos is a nephew of
John Calamos.

         The following table shows the compensation paid by the Trust for the
year ended March 31, 1999 to each trustee who was not an "interested person" of
the Trust. The information in the last column is for the 1998 calendar year.


                                          Aggregate         Total Compensation
                                          Compensation      from Calamos
                  Name of Trustee         from the Trust*   Funds Complex

                  Richard J. Dowen        $7,080            $6,000

                  Robert Frost            $7,080            $6,000

                  William A. Kaun         $7,080            $6,000

                  ----------------------




                                      B-22

<PAGE>   104


Trustees who are "interested" persons of the Trust, as well as officers of the
Trust, are compensated by the Adviser and not by the Trust. The Trust does not
provide any pension or retirement benefits to its trustees.


                          INVESTMENT ADVISORY SERVICES

         Investment management and administrative services are provided to the
Funds by Calamos Asset Management, Inc. (the "Adviser") pursuant to an
Investment Management Agreement (the "Agreement") dated July 5, 1988. See the
prospectus - "Management of the Funds --." Each Fund pays the Adviser a fee
accrued daily and paid monthly. Growth Fund pays a fee at the annual rate of 1%
of the first $150 million of the Fund's average daily net assets and .75% of
average daily net assets in excess of $150 million. Global Growth and Income
Fund pays a fee at the annual rate of 1% of average net assets. High Yield Fund
pays a fee at the annual rate of .75% of average net assets. Each other Fund
pays a fee at the annual rate of .75% of the first $150 million of average net
assets and .50% of average net assets in excess of $150 million.


         During the periods shown below, the Funds (other than the High Yield
Fund which is expected to commence operations on or about August 2, 1999) paid
total advisory fees and were reimbursed by the Adviser for expenses in excess of
applicable expense limitations as follows:













                                      B-23

<PAGE>   105



<TABLE>
<CAPTION>
                                                 Year          Year           Year
                                                 Ended         Ended          Ended
                                                 3/31/99       3/31/98        3/31/97
                                               -----------   -----------    -----------
         <S>                                     <C>           <C>            <C>
         Convertible Fund                        $932,218      $579,633       $230,573
         Growth and Income Fund
              Advisory fee                       $140,713      $ 92,242       $ 54,520
              Waiver or reimbursement                   0             0          7,042
                                                 --------      --------       --------
                Net fee                          $140,713      $ 92,242       $ 47,478

         Market Neutral Fund
              Advisory fee                       $ 11,670      $  9,079       $ 11,203
              Waiver or reimbursement              66,727        49,904         45,456
                                                 --------      --------       --------
                Net fee                          $(55,057)     $(40,825)      $(34,253)

         Growth Fund
              Advisory fee                       $126,233      $ 92,400       $ 47,557
              Waiver or reimbursement              50,313        28,816         33,966
                                                 --------      --------       --------
                Net fee                          $ 75,920      $ 63,584       $ 13,591

         Global Growth and Income Fund*
              Advisory Fee                       $ 72,674      $ 49,105       $ 13,646
              Waiver or reimbursement              85,674        51,658         24,597
                                                 --------      --------       --------
                Net Fee                          $(13,000)     $ (2,553)      $(10,951)
         ----------------------
         *    Global Growth and Income Fund commenced operations on September 9, 1996.
</TABLE>


         The Agreement continues in effect with respect to each Fund from year
to year so long as such continuation is approved at least annually by (1) the
board of trustees or the vote of a majority of the outstanding voting securities
of the Fund, and (2) a majority of the trustees who are not interested persons
of any party to the Agreement, cast in person at a meeting called for the
purpose of voting on such approval. The Agreement may be terminated as to a Fund
at any time, without penalty, by either the Trust or the Adviser upon 60 days'
written notice, and is automatically terminated in the event of its assignment
as defined in the 1940 Act.

         The use of the name "Calamos" in the name of the Trust and in the names
of the Funds are pursuant to licenses granted by the Adviser, and the Trust has
agreed to change the names to remove those references if the Adviser ceases to
act as investment adviser to the Funds.

EXPENSES

         Subject to the expense limitations described below, the Funds pay all
their own operating expenses that are not specifically assumed by the Adviser,
including (i) fees of the investment adviser; (ii) interest, taxes and any
governmental filing fees; (iii) compensation and expenses of the trustees, other
than those who are interested persons of the Trust, the investment adviser or
the distributor; (iv) legal, audit, custodial and transfer agency fees and
expenses; (v) fees and expenses related to the organization of the Funds and
registration and qualification of the Funds and their shares under federal and
state securities laws; (vi) expenses of printing and mailing reports, notices
and proxy material to shareholders, and expenses incidental to meetings of
shareholders; (vii) expenses of preparing prospectuses and of printing and
distributing them to existing shareholders; (viii) insurance premiums; (ix)
litigation and indemnification expenses and other extraordinary expenses not
incurred in the normal course of the business of the Trust; (x) distribution
expenses pursuant to the Funds' Distribution Plans; and (xi) brokerage
commissions and other transaction-related costs.


                                      B-24

<PAGE>   106



         The Adviser has voluntarily undertaken to reimburse each class of
shares for any annual operating expenses through August 31, 2000 in excess of
certain limits as described in the prospectus under "-Who Manages the Funds?."


                                DISTRIBUTION PLAN

         The Trust has adopted a plan pursuant to rule 12b-1 under the
Investment Company Act of 1940 (the "Plans"), whereby Class A shares and Class C
shares of each Fund pay to Calamos Financial Services, Inc., the Funds'
distributor ("CFS"), service and distribution fees as described in the
prospectus.

         The board of trustees of the Trust has determined that a continuous
cash flow resulting from the sale of new Class A shares and Class C shares is
necessary and appropriate to meet redemptions and to take advantage of buying
opportunities without having to make unwarranted liquidations of portfolio
securities. The board also considered that continuing growth in the size of the
Funds would be in the best interests of shareholders because increased size
would allow the Funds to realize certain economies of scale in their operations
and would likely reduce the proportionate share of expenses borne by each
shareholder. The board of trustees therefore determined that it would benefit
each of the Funds to have monies available for the direct distribution and
service activities of CFS, as the Funds' distributor, in promoting the
continuous sale of the Funds' shares. The board of trustees, including the
non-interested trustees, concluded, in the exercise of their reasonable business
judgment and in light of their fiduciary duties, that there is a reasonable
likelihood that the Plans will benefit the Funds and their shareholders.

         The Plan has been approved by the board of trustees, including all of
the trustees who are non-interested persons as defined in the 1940 Act. The
substance of the Plan has also been approved by the vote of a majority of the
outstanding shares of each of the Funds. The Plan must be reviewed annually and
may be continued from year to year by vote of the board of trustees, including a
majority of the trustees who are non-interested persons of the Funds and who
have no direct or indirect financial interest in the operation of the Plan
("non-interested trustees"), cast in person at a meeting called for that
purpose. It is also required that the selection and nomination of non-interested
trustees be done by non-interested trustees. The Plan and any distribution or
service agreement may be terminated at any time, without any penalty, by such
trustees, by any act that terminates the distribution agreement between the
Trust and CFS, or, as to any Fund, by vote of a majority of that Fund's
outstanding shares. Any agreement related to the Plan, including any
distribution or service agreement, may be terminated in the same manner, except
that termination by a majority of the outstanding shares must be on not more
than 60 days' written notice to any other party to such agreement. Any
distributor, dealer or institution may also terminate its distribution or
service agreement at any time upon written notice.

         Neither the Plan nor any distribution or service agreement may be
amended to increase materially the amount spent for distribution or service
expenses or in any other material way without approval by a majority of the
outstanding shares of the affected Fund, and all such material amendments to the
Plan or any distribution or service agreement must also be approved by the
non-interested trustees, in person, at a meeting called for the purpose of
voting on any such amendment.




                                      B-25
<PAGE>   107
         CFS is required to report in writing to the board of trustees at least
quarterly on the amounts and purpose of any payments made under the Plan and any
distribution or service agreement, as well as to furnish the board with such
other information as may reasonably be requested in order to enable the board to
make an informed determination of whether the Plan should be continued. Payments
by a Fund pursuant to the Plan are not intended to finance distribution of
shares of the other Funds.


         During the year ended March 31, 1999, each of the Funds (other than
High Yield Fund, which is expected to commence operations on or about August 2,
1999) made payments to CFS pursuant to the Plan in the following amounts:



<TABLE>
<CAPTION>
                                                                           Global
Convertible        Growth and        Strategic                            Growth and
  Fund             Income Fund      Income Fund        Growth Fund       Income Fund
  ----             -----------      -----------        -----------       -----------
<S>                 <C>               <C>                <C>                <C>
$571,790            $94,053           $7,780             $55,942            $37,486
</TABLE>




         PURCHASING AND REDEEMING SHARES

         Purchases and redemptions are discussed in the Funds' prospectus under
the headings "How Can I Buy Shares?" and "How Can I Sell Shares?" All of that
information is incorporated herein by reference.

         You may purchase or redeem shares of the Funds through certain
investment dealers, banks or other intermediaries ("Intermediaries"). These
Intermediaries may charge for their services. Any such charges could constitute
a substantial portion of a smaller account, and may not be in your best
interest. You may purchase or redeem shares of the Funds directly from or with
the Trust without any charges other than those described in the prospectus.

         An Intermediary, who accepts orders that are processed at the net asset
value next determined after receipt of the order by the Intermediary, accepts
such orders as agent of the Trust. The Intermediary is required to segregate any
orders received on a business day after the close of regular session trading on
the New York Stock Exchange and transmit those orders separately for execution
at the net asset value next determined after that business day.

HOW TO PURCHASE SHARES

Shares of the Funds are sold through selected broker-dealers and banks that have
signed agreements with CFS, or may be purchased by check or wire as described
below. The minimum initial investment by a shareholder is $500 and $50
thereafter. Each Fund reserves the right to reject any order for the purchase of
its shares in whole or in part, and to suspend the sale of its shares to the
public in response to conditions in the securities markets or otherwise. Each
purchase of shares is confirmed by a written statement mailed to the
shareholder, without issuance of share certificates.

OFFERING PRICE
Class A shares of each Fund are sold to investors at net asset value plus a
sales charge, which may be reduced or waived as described below. Class C shares
of each Fund are sold without an


                                      B-26
<PAGE>   108

initial sales charge but are subject to higher ongoing expenses than Class A
shares of the same Fund. When placing an order, you must specify whether the
order is for Class A or Class C shares.

The differences between Class A shares and Class C shares lie primarily in their
initial and contingent deferred sales charge structures and in their asset-based
sales charges in the form of Rule 12b-1 distribution fees. These differences are
summarized in the table below. See also "Expenses" and "How to Redeem Shares."
Each class has distinct advantages and disadvantages for different investors,
and you may choose the class that best suits your circumstances and objectives.


<TABLE>
<CAPTION>
                                                            Annual 12b-1 Fees
                                                           (as a % of average
Class                     Initial Sales Charge             daily net assets)*            Other Information
- -----                 ------------------------------       ------------------       ---------------------------
<S>                   <C>                                  <C>                       <C>
Class A               Maximum  initial  sales charge             .50%                Initial  sales charge  waived or
                      of 4.75% of offering price                                     reduced for certain purchases**

Class C               None                                      1.00%***             1%  deferred   sales  charge  on
                                                                                     shares redeemed within one year
</TABLE>

- --------------

*        Of this amount, .25% is for administrative services and the balance is
         for distribution services.

**       See the note to the following table.

***      The 12b-1 fee of 1% for the first year is advanced to the Selling
         Dealer by CFS from its own resources at the time of investment. Annual
         12b-1 fees are paid quarterly in arrears beginning in the second year.

         -----------------------------------------------------------------------

The sales charges on sales of Class A shares of each Fund (except when waived as
described below under "How to Purchase Shares - Sales Charge Waiver") are as
follows:




<TABLE>
<CAPTION>
                                              Sales Charge Paid by Investor on Purchase of Class A Shares
                                             -------------------------------------------------------------

                                            As a % of           As a % of                % of Offering Price
                                        Net Amount Invested   Offering Price        Retained by Selling Dealer
                                        -------------------   --------------        --------------------------
<S>                                     <C>                   <C>                   <C>
Less than $50,000.....................            4.99%           4.75%                    4.00%
$50,000 but less than $100,000........            4.44            4.25                     3.50
$100,000 but less than $250,000.......            3.63            3.50                     2.75
$250,000 but less than $500,000.......            2.56            2.50                     2.00
$500,000 but less than $1,000,000.....            2.04            2.00                     1.60
$1,000,000 or more....................            None            None                     None
</TABLE>



- --------------
*  On an investment of $1 million or more, CFS from its own resources pays the
   selling dealer a commission of .25% of the amount of the investment, subject
   to repayment of the commission if the shares are redeemed within one year
   after purchase. If you purchase such shares without



                                      B-27
<PAGE>   109

a sales charge, a contingent deferred sales charge of 1% will be imposed on
shares that are redeemed within one year after purchase (other than by
reinvestment of dividends or distributions), determined on a first-in, first-out
basis.

Each Fund receives the entire net asset value of all of its Class A shares sold.
CFS, the Funds' principal underwriter, retains the sales charge on sales of
Class A shares from which it allows discounts from the applicable public
offering price to investment dealers. The normal discount to dealers is set
forth in the above table. Upon notice to all dealers with whom it has sales
agreements, CFS may follow up to the full applicable sales charge, as shown in
the above table, during periods and for transactions specified in such notice
and such reallowances may be based upon attainment of minimum sales levels.
Dealers who receive 90% or more of the sales charge may be deemed to be
underwriters under the Securities Act of 1933. CFS retains the entire amount of
any deferred sales charge on Class C shares redeemed within one year of
purchase. CFS may from time to time conduct promotional campaigns in which
incentives would be offered to dealers meeting or exceeding stated target sales
of shares of a Fund. The cost of any such promotional campaign, including any
incentives offered, would be borne entirely by CFS and would have no effect on
either the public offering price of Fund shares or the percentage of the public
offering price retained by the selling dealer.


PURCHASES BY WIRE
You may also purchase shares by wiring funds from your bank. To insure proper
credit to your account, please call the Funds at (800) 823-7386 before sending
your wire. The wire should be sent to Boston Safe Deposit & Trust; ABA
#011001234; for First Data Corp. Investor Services Group, bank account no.
010308; FBO Calamos [fund name] Fund; [shareholder name and account number]. The
applicable offering price for a purchase by wire is the offering price per share
next determined after receipt of the wired funds. Receipt of a wire could be
delayed by delays on the Federal Reserve wire system. After you have wired
funds, you must complete the application form and send it to CFS. A Fund will
not honor redemption requests until the completed application has been received,
and failure to submit a completed application may result in backup withholding
as required by the Internal Revenue Code.

PURCHASES BY MAIL
You may also purchase shares of a Fund by sending a check payable to the Fund,
along with information identifying you and your account number to the Fund's
transfer agent: First Data Investor Services Group, Inc., 211 South Gulph road,
P.O. Box 61767, King of Prussia, PA 19406. An initial investment made by check
must be accompanied by a completed application. A subsequent investment may be
made by detaching the stub from your account statement and sending it with your
check in the envelope provided with your statement. All checks must be drawn on
a U.S. bank in U.S. funds. A check written by a third party will not be
accepted. A charge ($20 minimum) may be imposed if any check submitted for
investment does not clear. If you purchase shares by check, you will not be able
to redeem the shares until the check has been collected, which may take 15 days.


PURCHASES BY EXCHANGE
You may purchase shares of a Fund by exchange of shares from another Fund, by
exchange of shares of Money Market Portfolio, a portfolio of Cash Account Trust
(such shares are referred to



                                      B-28
<PAGE>   110

as "Cash Account Shares") either by mail or by instructing your broker-dealer or
other sales agent, who will communicate your order to the Trust's transfer
agent. If you have a brokerage account with Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch") that holds shares of Summit Cash Reserves
Fund, a series of Financial Institution Series Trust (such shares are referred
to as "Summit Fund Shares"), and the Summit Fund Shares were purchased by
exchange from a Fund, you may purchase shares of a Fund through your Merrill
Lynch broker by exchange of Summit Fund Shares. See "How to Redeem Shares -
Redemption by Exchange." YOU MAY NOT MAKE MORE THAN FOUR EXCHANGES FROM ANY FUND
DURING ANY CALENDAR YEAR. No sales charge is imposed on purchases of Class A
shares by exchange of Class A shares from another Fund or by exchange of Cash
Account Shares or Summit Fund Shares, previously purchased through use of the
exchange privilege. Please review the information under "How to Redeem Shares -
Redemption by Exchange."

SALES CHARGE WAIVER
Dividends and distributions paid by a Fund will be reinvested in shares of that
Fund at net asset value (without the payment of any sales charge) unless you
elect to receive dividends and distributions in cash. Proceeds of shares
redeemed by a Fund within the previous 60 days also may be reinvested in that
Fund's shares at net asset value without the payment of any sales charge.

In addition, the following persons or entities may purchase Class A shares of a
Fund at net asset value without payment of any sales charge, upon written
assurance that the purchase is made for investment purposes and that the shares
will not be sold except through redemption by the Fund: (a) any investor
purchasing shares upon the recommendation of an investment consultant to whom
the investor pays a fee for services relating to investment selection; (b) any
investor purchasing shares through an investment advisory account with the
Adviser or through a brokerage account with CFS over which CFS has investment
discretion; (c) any investor purchasing shares in a non-discretionary,
non-advisory, asset-based-fee brokerage account of a broker dealer having a
selling group agreement with CFS; (d) any investor purchasing shares by exchange
of Cash Account Shares or Summit Fund Shares previously purchased through use of
the exchange privilege; (e) any employee benefit plan having more than 200
eligible employees or a minimum of $1 million of plan assets invested in the
Funds; (f) any employee benefit plan purchasing shares through an intermediary
that has signed a participation agreement with CFS specifying certain asset
minimums and qualifications, and marketing, program and trading restrictions;
(g) any insurance company separate account used to fund annuity contracts for
employee benefit plans having in the aggregate more than 200 eligible employees
or a minimum of $1 million of plan assets invested in the Funds; (h) any
employee or registered representative of CFS, one of its affiliates or a
broker-dealer with a selling group agreement with CFS; (i) any trustee of the
Trust; (j) any member of the immediate family of a person qualifying under (h)
or (i), including a spouse, child, stepchild, sibling, parent, stepparent,
grandchild and grandparent, in each case including in-law and adoptive
relationships; (k) any trust, pension, profit sharing, or other benefit plan in
which any person qualifying under (h) is a participant; (l) any 401(k) plan
(cash or deferred arrangement intended to qualify under section 401(k) of the
Internal Revenue Code) or other qualified retirement plan to which a person
qualifying under (h), (i) or (j) makes voluntary contributions and has
investment self-direction, provided the purchase is for the account of such
person; and (m) any company exchanging shares with a Fund pursuant to a merger,
acquisition or exchange offer. Please note that, if you purchase or redeem
shares through a broker or dealer, the broker or dealer may charge a fee for
effecting the transaction.



                                      B-29
<PAGE>   111

Further, no sales charge will be imposed on the sale of Class A shares of a Fund
purchased and paid for with the proceeds of shares redeemed in the prior 12
months from a mutual fund on which an initial sales charge or contingent
deferred sales charge was paid, provided a waiver of the sales charge is
requested when the purchase order for Fund shares is placed, any requested
evidence of eligibility for the sales charge waiver is furnished; and any
shareholder of Convertible Fund at April 30, 1992, the date on which that Fund
became a series of the Trust and sales of Fund shares became subject to a sales
charge, may continue to purchase Class A shares of Convertible Fund without a
sales charge if the Fund or participating broker is notified at the time of each
qualifying purchase.

RIGHTS OF ACCUMULATION
The sales charges described above also apply on a cumulative basis to Class A
shares of the Funds and any other series of the Trust as to which a sales charge
applies, and over any period of time. Therefore, the value of all your Class A
shares of a Fund and any other series of the Trust with respect to which a sales
charge was paid, taken at the current offering price or original cost, whichever
is greater, can be combined with a current purchase to determine the applicable
offering price of the current purchase. In order to receive the cumulative
quantity reduction, you must give CFS or your dealer notification of the prior
purchases at the time of the current purchase.

LETTER OF INTENT
You may reduce the sales charges you pay on the purchase of Class A shares by
making investments pursuant to a letter of intent. The applicable sales charge
then is based upon the indicated amount intended to be invested during a
thirteen-month period in shares of the Funds as to which a sales charge would be
imposed and any other series of the Trust. You may compute the thirteen-month
period starting up to ninety days before the date of execution of the letter of
intent. Your initial investment must be at least 5% of the amount your letter of
intent indicates you intend to invest. Each investment made during the period
receives the reduced sales charge applicable to the total amount of the intended
investment. During the term of the letter of intent, shares representing 5% of
the indicated amount will be held in escrow. Shares held in escrow have full
dividend and voting privileges. The escrowed shares will be released when the
full amount indicated has been purchased. If the full indicated amount is not
purchased during the term of the letter of intent, you will be required to pay
CFS an amount equal to the difference between the dollar amount of the sales
charges actually paid and the amount of the sales charges which you would have
paid on your aggregate purchase if the total of such purchases had been made at
a single time, and CFS reserves the right to redeem shares from your account if
necessary to satisfy that obligation. A letter of intent does not obligate you
to buy or a Fund to sell the indicated amount of the shares but you should read
it carefully before signing. Additional information is contained in the letter
of intent included in the application.

HOW TO REDEEM SHARES

Shares of the Funds will be redeemed at the respective net asset value next
determined after receipt of a redemption request in good form on any day the New
York Stock Exchange is open for trading. Requests received after the time for
computation of a Fund's net asset value for that day will be processed the next
business day.

                                      B-30
<PAGE>   112

If Class C shares, or Class A shares for which the initial purchase price was $1
million or more, on which no initial sales charge was imposed are redeemed
within one year after purchase (other than by reinvestment of dividends or
distributions), determined on a first-in, first-out basis, a contingent deferred
sales charge of 1% of the purchase price will be imposed.


REDEMPTION BY MAIL
A written request for redemption (and an endorsed share certificate, if issued)
must be received by the Trust's transfer agent at its address shown under
"Purchases by Mail" above to constitute a valid redemption request.


Your redemption request must:

1.    specify the Fund, your account number and the number of shares or dollar
      amount to be redeemed, if less than all shares are to be redeemed;

2.    be signed by all owners exactly as their names appear on the account; and

3.    include a signature guarantee for each signature on the redemption request
      by CFS, by a securities firm that is a member of the New York Stock
      Exchange, or by a bank, savings bank, credit union, savings and loan
      association or other entity that is authorized by applicable state law to
      guarantee signatures.

In the case of shares held by a corporation, the redemption request must be
signed in the name of the corporation by an officer whose title must be stated,
and a certified bylaw provision or resolution of the board of directors
authorizing the officer to so act may be required. In the case of a trust or
partnership, the signature must include the name of the registered shareholder
and the title of the person signing on its behalf. Under certain circumstances,
before shares can be redeemed, additional documents may be required in order to
verify the authority of the person seeking to redeem.

REDEMPTION BY WIRE OR TELEPHONE
Broker-dealers or other sales agents may communicate redemption orders by wire
or telephone to the Trust's transfer agent. These firms may charge for their
services in connection with your redemption request but the Funds do not impose
any such charges.

EXPEDITED REDEMPTION
Unless share certificates have been issued to you, you may have redemption
proceeds of at least $5,000 wired directly to a domestic commercial bank account
or brokerage account that you have previously designated. Normally, such
payments will be transmitted no later than the second business day following
receipt of your redemption request (provided redemptions may be made under the
general criteria set forth below). A $9 service charge for payment of redemption
proceeds by wire will be deducted from the proceeds.

REDEMPTION BY EXCHANGE
You may redeem all or any portion of your shares of a Fund and use the proceeds
to purchase shares of any of the other Funds or Cash Account Shares (or Summit
Fund Shares if your Fund shares are held in a brokerage account with Merrill
Lynch and Merrill Lynch has commenced offering the exchange program for Summit
Fund Shares) if your signed, properly completed application is on file. AN
EXCHANGE TRANSACTION IS A SALE AND PURCHASE OF SHARES FOR FEDERAL



                                      B-31
<PAGE>   113

INCOME TAX PURPOSES AND MAY RESULT IN CAPITAL GAIN OR LOSS. YOU MAY NOT MAKE
MORE THAN FOUR EXCHANGES FROM ANY FUND IN ANY CALENDAR YEAR. Before exchanging
into Cash Account Shares (or Summit Fund Shares), you should obtain the
prospectus relating to those shares from the Adviser (or from Merrill Lynch, in
the case of Summit Fund Shares) and read it carefully. The exchange privilege is
not an offering or recommendation of Cash Account Shares or Summit Fund Shares.
The registration of the account to which you are making an exchange must be
exactly the same as that of the account from which the exchange is made and the
amount you exchange must meet any applicable minimum investment of the fund
being purchased. An exchange may be made by following the redemption procedure
described above under "Redemption by Mail" and indicating the fund to be
purchased, except that a signature guarantee normally is not required. An
exchange may also be made by instructing your broker-dealer or other sales
agent, who will communicate your instruction to CAM. No sales charge is imposed
on purchases by exchange.

GENERAL
A check for proceeds of a redemption will not be released until the check used
to purchase the shares has been collected, which is usually no more than 15 days
after purchase. You may avoid this delay by purchasing shares through a wire
transfer of funds. A Fund may suspend the right of redemption under certain
extraordinary circumstances in accordance with the rules of the Securities and
Exchange Commission. Due to the relatively high cost of handling small accounts,
each Fund reserves the right upon 30 days' written notice to involuntarily
redeem, at net asset value, the shares of any shareholder whose account has a
value of less than $500, unless the reduction in value to less than $500 was the
result of market fluctuation.

PLEASE TELEPHONE THE FUNDS IF YOU HAVE ANY QUESTIONS ABOUT REQUIREMENTS FOR A
REDEMPTION BEFORE SUBMITTING A REQUEST. YOU MAY NOT CANCEL OR REVOKE YOUR
REDEMPTION REQUEST ONCE YOUR INSTRUCTIONS HAVE BEEN RECEIVED AND ACCEPTED.

SHAREHOLDER SERVICES

SHAREHOLDER ACCOUNTS
Each shareholder of a Fund receives quarterly account statements showing
transactions in shares of the Fund and with a balance denominated in Fund
shares. A confirmation will be sent to the shareholder upon purchase,
redemption, dividend reinvestment, or change of shareholder address (sent to the
former address).

RETIREMENT PLANS
You may use the Funds as investments for your Individual Retirement Account
("IRA"), profit sharing or pension plan, Section 40l(k) plan, Section 403(b)(7)
plan in the case of employees of public school systems and certain non-profit
organizations, and certain other qualified plans. A master IRA plan and
information regarding plan administration, fees, and other details are available
from CFS and authorized broker-dealers.

SYSTEMATIC WITHDRAWAL PLAN
You may request that a Fund periodically redeem shares having a specified
redemption value and send you a check for the proceeds. In order to initiate the
Systematic Withdrawal Plan, call (800) 823-7826 and request a Systematic
Withdrawal form. Your account must have a share balance of $25,000 or more.
Withdrawal proceeds are likely to exceed dividends and distributions paid on
shares in your account and therefore may deplete and eventually exhaust your
account. The



                                      B-32
<PAGE>   114

periodic payments are proceeds of redemption and are taxable as such. Because a
sales charge is imposed on purchases of shares of the Funds, you should not
purchase shares while participating in the Systematic Withdrawal Plan. You may
modify or terminate your Systematic Withdrawal Plan by written notice to the
transfer agent at least seven business days prior to the start of the month in
which the change is to be effective.

AUTOMATIC BANK DRAFT PLAN
If you own shares of a Fund, you may purchase additional shares of that Fund
through the Automatic Bank Draft Plan. Under the Plan, the Trust will
automatically debit your bank checking account on a monthly or semi-monthly
basis in an amount ($50 or more) specified by you and invest the specified
amount in additional shares of the Fund. To obtain an Automatic Bank Draft Plan
form, call (800) 823-7386. The Plan is not available to clients of service
organizations that offer similar investment services.

EXCHANGE PRIVILEGE
You may exchange shares of any Fund for shares of another Fund or for Cash
Account Shares (or for Summit Fund Shares if your Fund shares are held in a
brokerage account with Merrill Lynch) or exchange Cash Account Shares or Summit
Fund Shares for shares of a Fund, without payment of any sales charge as
described above under "How to Purchase Shares Purchase by Exchange" and "How to
Redeem Shares - Redemption by Exchange."

NET ASSET VALUE

         In computing the net asset value of each Fund, portfolio securities,
including options, that are traded on a national securities exchange and
securities reported on the NASDAQ National Market System are valued at the last
reported sales price. Securities traded in the over-the-counter market and
listed securities for which no sales were reported are valued at the mean of the
most recently quoted bid and asked prices. Each outstanding futures contract is
valued at the official settlement price for the contract on the exchange on
which the contract is traded, except that if the market price of the contract
has increased or decreased by the maximum amount permitted on the valuation date
("up or down the limit"), the contract is valued at a fair value as described
below. Short-term obligations with maturities of 60 days or less are valued at
amortized cost.

         When market quotations are not readily available for a Fund's
securities, such securities are valued at a fair value following procedures
approved by the board of trustees. These procedures include determining fair
value on the basis of valuations furnished by pricing services approved by the
board of trustees, which include market transactions for comparable securities
and various relationships between securities which are generally recognized by
institutional traders, as well as on the basis of appraisals received from a
pricing service using a computerized matrix system, or appraisals derived from
information concerning the securities or similar securities received from
recognized dealers in those securities.

         Each Fund's net asset value is determined only on days on which the New
York Stock Exchange (the "NYSE") is open for trading. That Exchange is regularly
closed on Saturdays and Sundays and on New Year's Day, the third Mondays in
January and February, Good Friday, the last Monday in May, Independence Day,
Labor Day, Thanksgiving and Christmas. If one of



                                      B-33
<PAGE>   115

these holidays falls on a Saturday or Sunday, the NYSE will be closed on the
preceding Friday or the following Monday, respectively.

         Securities that are principally traded in a foreign market are valued
as of the close of the appropriate exchange or other designated time. Trading in
securities on European and Far Eastern securities exchanges and over-the-counter
markets is normally completed at various times before the close of business on
each day on which the NYSE is open. Trading of these securities may not take
place on every NYSE business day. In addition, trading may take place in various
foreign markets on Saturdays or on other days when the NYSE is not open and on
which the Fund's net asset value is not calculated. Therefore, such calculation
does not take place contemporaneously with the determination of the prices of
many of the portfolio securities used in such calculation and the value of the
Fund's portfolio may be significantly affected on days when shares of the Fund
may not be purchased or redeemed.

REDEMPTION IN KIND

         The Funds have elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940 pursuant to which they are obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net asset value
of a Fund during any 90-day period for any one shareholder. Redemptions in
excess of these amounts will normally be paid in cash, but may be paid wholly or
partly by a distribution in kind of securities.



                             PERFORMANCE INFORMATION


TOTAL RETURN

         From time to time the Funds may quote total return figures. "Total
Return" for a period is the percentage change in value during a period of an
investment in Fund shares, including the value of shares acquired through
reinvestment of all dividends and capital gains distributions. "Average Annual
Total Return" is the average annual compounded rate of change in value
represented by the Total Return for the period.



                                      B-34
<PAGE>   116


         Average Annual Total Return will be computed as follows:

                                    n
            ERV        =      P(1+T)

            Where:     P      =   a hypothetical initial investment of $1,000

                       T      =   average annual total return

                       n      =   number of years

                       ERV    =   ending  redeemable value of a hypothetical
                                  $1,000 investment made at the beginning of the
                                  period, at the end of the period (or
                                  fractional portion thereof)



         Total Return (taking into account the effect of the sales charge) and
Average Annual Total Return for each of the Funds (other than High Yield Fund,
which is expected to commence operations on or about August 2, 1999) was as
shown below for the following periods ended March 31, 1999.



<TABLE>
<CAPTION>
                                                                                                   Average Annual
                                                                Total Return                        Total Return
                                                         ------------------------------  -----------------------------------
                                                         Class A    Class C    Class I    Class A    Class C       Class I
                                                         -------    -------    -------    -------    -------       -------
<S>                                                      <C>        <C>        <C>       <C>          <C>         <C>
     Convertible Fund
          One year......................................    (1.73)     2.66     3.71      (1.73)       2.66        3.71
          Five years....................................    91.36       N/A      N/A      13.85         N/A        N/A
          Ten years.....................................   241.73       N/A      N/A      13.07         N/A        N/A
          Life of Class (A Shares, 6/21/85; ............
              C Shares, 7/5/96; I Shares, 6/25/97)......   349.61     49.26    23.25      11.52       15.76        12.58

     Growth and Income Fund
          One year.....................................    1.81        6.46     7.51       1.81       6.46         7.51
          Five years...................................  113.45         N/A      N/A      16.37        N/A            N/A
          Ten years....................................  295.31         N/A      N/A      14.73        N/A         N/A
     Life of Class (A Shares, 9/22/88;
          C Shares, 7/5/96; I Shares, 6/25/97).........  316.12       61.79    22.98      14.51      19.89         14.46

     Strategic Income Fund
          One year.....................................    3.56         N/A      N/A       3.56       N/A          N/A
          Five years...................................   42.33         N/A      N/A       7.31       N/A          N/A
          Life of Class................................  106.00         N/A      N/A       8.79       N/A          N/A

     Growth Fund
          One year........................................11.63       16.78    17.84      11.63     16.78          17.84
          Five years......................................180.01        N/A      N/A      22.85       N/A          N/A
          Life of Class (A Shares, 9/4/90;
              C Shares, 9/3/96; I Shares, 9/18/97)........325.45      88.57    25.38      18.39     27.96          15.92

     Global Growth and Income Fund
          One Year.....................................    0.47        4.62     5.57       0.47      4.62          5.57
          Life of Class (A Shares, 9/9/96;
          C Shares, 9/24/96; I Shares, 9/18/97)........   40.90       46.16    17.03      14.36     16.29          10.81
</TABLE>


     ----------------
     *Not annualized


                                      B-35
<PAGE>   117



YIELD

         Each Fund other than Growth Fund may also quote yield figures. The
yield of a Fund is calculated by dividing its net investment income per share (a
hypothetical figure as defined in SEC rules) during a 30-day period by the net
asset value per share on the last day of the period. The yield formula provides
for semiannual compounding, which assumes that net investment income is earned
and reinvested at a constant rate and annualized at the end of a six-month
period. The yield is not based on actual dividends paid.

         Yield will be computed as follows:

                                  6
         YIELD   =  2[((a-b/cd)+1) -1]


         Where:     a =  dividends and interest earned during the period


                    b =  expenses accrued for the period (net of reimbursements)


                    c =  the average daily number of shares
                         outstanding during the period that
                         were entitled to receive dividends


                    d =  the maximum offering price per share on the last day of
                         the period


         The annualized yield of Class A shares of Market Neutral Fund for the
30 days ended March 31, 1999 was 2.41%. No Class C shares or Class I shares of
that Fund were outstanding.


         The figures quoted assume reinvestment of all dividends and
distributions. Quotations of Average Annual Total Return take into account the
effect of any sales charge on the amount available for investment or redemption;
quotations of Total Return will indicate whether or not the effect of the sales
charge is included. Income taxes are not taken into account. The figures will
not necessarily be indicative of future performance. The performance of a Fund
is a result of conditions in the securities markets, portfolio management, and
operating expenses. Although information such as yield and total return is
useful in reviewing a Fund's performance and in providing some basis for
comparison with other investment alternatives, it should not be used for
comparison with other investments using different reinvestment assumptions or
time periods.

         In advertising and sales literature, the performance of a Fund may be
compared with that of other mutual funds, indexes or averages of other mutual
funds, indexes of related financial assets or data, other accounts or
partnerships managed by Calamos Asset Management, Inc., and other competing
investment and deposit products available from or through other financial
institutions. The composition of these indexes, averages or accounts differs
from that of the Funds. Comparison of a Fund to an alternative investment should
consider differences in features and expected performance.

         All of the indexes and averages noted below will be obtained from the
indicated sources or reporting services, which the Funds generally believe to be
accurate. A Fund may also note its mention (including performance or other
comparative rankings) in newspapers, magazines, or



                                      B-36
<PAGE>   118

other media from time to time. However, the Funds assume no responsibility for
the accuracy of such data. Newspapers and magazines which might mention the
Funds include, but are not limited to, the following:

              Barron's                          Money
              Business Week                     Mutual Fund Letter
              Changing Times                    Mutual Fund Values (Morningstar)
              Chicago Tribune                   Newsweek
              Chicago Sun-Times                 The New York Times
              Crain's Chicago Business          Pensions and Investments
              Consumer Reports                  Personal Investor
              Consumer Digest                   Stanger Reports
              Financial World                   Time
              Forbes                            USA Today
              Fortune                           U.S. News and World Report
              Investor's Daily                  The Wall Street Journal
              Los Angeles Times

         Each Fund may compare its performance to the Consumer Price Index (All
Urban), a widely recognized measure of inflation.


         The performance of a Fund may be compared to various indexes or
averages, including but not limited to, CONVERTIBLE FUND AND GROWTH AND INCOME
FUND - Standard & Poor's 500 Stock Index, Standard & Poor's 400 MidCap Index,
Value Line Index, Lipper Balanced Fund Index, Lipper Convertible Fund Index,
Lipper Growth and Income Index, Lehman Brothers Government/Corporate Index;
MARKET NEUTRAL FUND - Lipper Long-Term Income Fund Index, Lehman Brothers
Corporate/Government Index, 30-day Treasury Bills; GROWTH FUND - Standard &
Poor's 500 Stock Index, Value Line Index, Lipper Growth Fund Average; GLOBAL
GROWTH AND INCOME FUND - Morgan Stanley Capital International World Index; HIGH
YIELD FUND - Lehman Brothers Government/Corporate Bond Index, DLJ High Yield
Index. The performance of a Fund may also be compared to the Russell 2000 Index,
the Wilshire Small Growth Index, and the Fisher Small-Cap Growth Index, all
supplied by the Carmack Group. All three of these indexes represent equity
investments in smaller-capitalization stocks.


         The Lipper averages are unweighted averages of total return performance
of mutual funds as classified, calculated and published by Lipper Analytical
Services, Inc. ("Lipper"), an independent service that monitors the performance
of more than 1,000 funds. The Funds may also use comparative performance as
computed in a ranking by Lipper or category averages and rankings provided by
another independent service. Should Lipper or another service reclassify a Fund
to a different category or develop (and place a Fund into) a new category, that
Fund may compare its performance or ranking against other funds in the newly
assigned category, as published by the service. Moreover, each Fund may compare
its performance or ranking against all funds tracked by Lipper or another
independent service.

         To illustrate the historical returns on various types of financial
assets, the Portfolios may use historical data provided by Ibbotson Associates,
Inc. ("Ibbotson"), a Chicago-based investment firm. Ibbotson constructs (or
obtains) very long-term (since 1926) total return data (including, for example,
total return indexes, total return percentages, average annual total



                                      B-37
<PAGE>   119

returns and standard deviations of such returns) for common stocks, small
company stocks, long-term corporate bonds, long-term government bonds,
intermediate-term government bonds, U.S. Treasury bills and Consumer Price
Index.


                                   DISTRIBUTOR


         Calamos Financial Services, Inc. ("CFS"), a broker-dealer whose sole
shareholder and principal officer is John P. Calamos, serves as distributor for
the Funds, subject to change by a majority of the "non-interested" trustees at
any time. CFS is located at 1111 East Warrenville Road, Naperville, Illinois
60563-1493. CFS is responsible for all purchases, sales, redemptions and other
transfers of shares of the Funds without any charge to the Funds except the fees
paid to CFS under the Distribution Plans. CFS is also responsible for all
expenses incurred in connection with its performance of services for the Funds,
including, but not limited to, personnel, office space and equipment, telephone,
postage and stationery expenses. CFS receives commissions from sales of shares
of the Funds that are not expenses of the Funds but represent sales commissions
added to the net asset value of shares purchased from the Funds. See "How to
Purchase Shares -- Offering Price" in the prospectus. CFS also receives
brokerage commissions for executing portfolio transactions for the Funds. See
"Portfolio Transactions." CFS received and retained commissions on the sale of
shares of the Funds (other than High Yield Fund which is expected to commence
operations on or about August 2, 1999) as shown below during the indicated
periods:




<TABLE>
<CAPTION>
                                                     Year           Year            Year
                                                     Ended          Ended           Ended
                                                    3/31/99        3/31/98         3/31/97
                                                    -------        -------         -------
<S>                                                 <C>        <C>            <C>
         Convertible Fund
              Commissions received                  $231,244      $ 282,787       $ 98,409
              Commissions retained                    50,628         49,045         40,972

         Growth and Income Fund
              Commissions received                    40,059          9,268          6,485
              Commissions retained                    12,310          1,951          4,980

         Market Neutral Fund
              Commissions received                     3,805          1,071             --
              Commissions retained                       776            --

         Growth Fund
              Commissions received                       972          1,203            759
              Commissions retained                       492            756            401

         Global Growth and Income Fund*
              Commissions received                     1,860          1,490             76
              Commissions retained                       188            250             36
</TABLE>



- ------------------------------
*   Global Growth and Income Fund commenced operation on September 9, 1996.


         CFS has the exclusive right to distribute shares of the Funds through
affiliated and unaffiliated dealers. The obligation of CFS is an agency or "best
efforts" arrangement, which does not obligate CFS to sell any stated number of
shares.

                                      B-38
<PAGE>   120

         In connection with the exchange privilege, CFS acts as a service
organization for the Money Market Portfolio, which is a portfolio of Cash
Account Trust. For its services it receives from the portfolios or their
affiliates fees at a rate of .60% of the average annual net assets of each
account in the portfolio established through the exchange plan.

         CFS from its own resources may pay additional compensation to persons
who sell Fund shares or provide subaccounting and shareholder servicing. Such
additional compensation may amount to as much as .25% of the offering price,
depending on the volume of sales or anticipated volume of sales attributable to
the recipient of the commission, and up to .10% of the annual average value of
shares held in such accounts.


                             PORTFOLIO TRANSACTIONS

         Portfolio transactions on behalf of the Funds effected on stock
exchanges involve the payment of negotiated brokerage commissions. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid by the Funds usually includes an
undisclosed dealer commission or mark-up. In underwritten offerings, the price
paid by the Funds includes a disclosed, fixed commission or discount retained by
the underwriter or dealer.

         In executing portfolio transactions, the Adviser uses its best efforts
to obtain for the Funds the most favorable price and execution available. In
seeking the most favorable price and execution, the Adviser considers all
factors it deems relevant, including price, the size of the transaction, the
nature of the market for the security, the amount of commission, the timing of
the transaction taking into account market prices and trends, the execution
capability of the broker-dealer and the quality of service rendered by the
broker-dealer in other transactions.

         The trustees have determined that portfolio transactions for the Funds
may be executed through CFS if, in the judgment of the Adviser, the use of CFS
is likely to result in prices and execution at least as favorable to the Funds
as those available from other qualified brokers and if, in such transactions,
CFS charges the Funds commission rates consistent with those charged by CFS to
comparable unaffiliated customers in similar transactions. The board of
trustees, including a majority of the trustees who are not "interested"
trustees, has adopted procedures that are reasonably designed to provide that
any commissions, fees or other remuneration paid to CFS are consistent with the
foregoing standard. The Funds will not effect principal transactions with CFS.

         Consistent with the Rules of Fair Practice of the National Association
of Securities Dealers, Inc. and subject to seeking the most favorable
combination of net price and execution available and such other policies as the
trustees may determine, the Adviser may consider sales of shares of a Fund as a
factor in the selection of broker-dealers to execute portfolio transactions for
that Fund.

         In allocating the Funds' portfolio brokerage transactions to
unaffiliated broker-dealers, the Adviser may take into consideration the
research, analytical, statistical and other information and services provided by
the broker-dealer, such as general economic reports and information, reports or
analyses of particular companies or industry groups, market timing and technical
information, and the availability of the brokerage firm's analysts for
consultation. Although the



                                      B-39
<PAGE>   121

Adviser believes these services have substantial value, they are considered
supplemental to the Adviser's own efforts in the performance of its duties under
the management agreement. As permitted by Section 28(e) of the Securities
Exchange Act of 1934 ("1934 Act"), the Adviser may pay a broker-dealer that
provides brokerage and research services an amount of commission for effecting a
securities transaction for a Fund in excess of the commission that another
broker-dealer would have charged for effecting that transaction if the amount is
believed by the Adviser to be reasonable in relation to the value of the overall
quality of the brokerage and research services provided. Other clients of the
Adviser may indirectly benefit from the availability of these services to the
Adviser, and the Funds may indirectly benefit from services available to the
Adviser as a result of transactions for other clients.


         The following table shows for each Fund (other than the High Yield
Fund, which is expected to commence operations on or about August 2, 1999) for
the past three fiscal years: (i) the aggregate principal amount of all portfolio
transactions; (ii) the percentage of the aggregate principal amount of all
portfolio transactions executed by CFS as agent; (iii) the aggregate principal
amount of all transactions executed on an agency basis, as to which the Fund
paid brokerage commissions; (iv) the percentage of the aggregate principal
amount of such transactions executed through CFS; (v) the aggregate brokerage
commissions (excluding the gross underwriting spread on securities purchased in
underwritten public offerings) paid to all brokers; (vi) the aggregate brokerage
commissions paid to CFS; and (vii) the percentage of aggregate brokerage
commissions paid to CFS.




<TABLE>
<CAPTION>
                                     (i)        (ii)        (iii)       (iv)         (v)           (vi)        (vii)
                                ------------  --------- ------------ ----------  -----------    -----------   -------
                                              % of (i)               % of (iii)
                                   Amount     Executed     Amount     Executed                  Commissions    (vi)
                                   of All      through    of Agency    through    Aggregate        Paid        as %
                                Transactions     CFS    Transactions     CFS     Commissions      to CFS      of (v)
                                ------------  --------- ------------  ---------  -----------    -----------   -------
<S>                             <C>           <C>       <C>           <C>        <C>            <C>             <C>
Convertible Fund

    Year ended 3/31/99          $201,476,441       11    $ 49,625,534      45       86,962      $  37,659       43
    Year ended 3/31/98          $161,650,678       12%   $ 40,998,753      48%   $  65,900      $  37,442       57%
    Year ended 3/31/97            42,848,432       29      16,460,059      76       38,540         30,227       78

Growth and Income Fund

Year ended 3/31/99              $ 36,459,352       14    $  8,639,122      60       14,806      $   9,124       62
    Year ended 3/31/98            31,113,883       21       9,700,909      68       19,770         14,334       73
    Year ended 3/31/97            14,964,889       32       5,344,755      91       12,005         11,414       95

Market Neutral Fund

    Year ended 3/31/99          $  6,175,200        9    $  2,470,257      22        4,758      $   1,376       29
    Year ended 3/31/98            11,244,554        7       2,057,079      38        5,168          2,958       57
    Year ended 3/31/97             5,870,089       24       1,639,136      85        3,897          3,521       90

Growth Fund

    Year ended 3/31/99          $ 44,394,379       36    $ 27,299,224      59       51,882      $  26,776       52
    Year ended 3/31/98            37,327,107       44      33,389,620      49       69,831         28,916       41
    Year ended 3/31/97            18,832,387       90      18,516,353      91       41,099         37,360       91

Global Growth and Income Fund

    Year ended 3/31/99          $ 14,539,269       16    $  3,185,748      74    $   5,851          4,160       71
    Year ended 3/31/98             8,159,394       19       1,837,679      84        4,195          3,657       87
    Year ended 3/31/97             7,350,637       13       1,557,089      63        3,477          2,429       70
</TABLE>




                                      B-40
<PAGE>   122


Of the aggregate brokerage commissions paid during the year ended March 31,
1999, Convertible Fund, Growth and Income Fund, Market Neutral Fund, Growth Fund
and Global Growth and Income Fund paid commissions of $20,971, $2,278, $1,206,
$19,033, and $601 respectively, to brokers who furnished research services.



                                    TAXATION

         The following is only a summary of certain tax considerations affecting
the Funds and their shareholders. No attempt is made to present a detailed
explanation of the tax treatment of the Funds or their shareholders, and the
discussion here is not intended as a substitute for careful tax planning.
Investors are urged to consult their tax advisers with specific reference to
their own tax situations.

         At the time of your purchase, a Fund's net asset value may reflect
undistributed income, capital gains, or net unrealized appreciation of
securities held by that Fund. A subsequent distribution to you of such amounts,
although constituting a return of your investment, would be taxable either as a
dividend or capital gain distribution.

         Foreign currency gains and losses, including the portion of gain or
loss on the sale of debt securities attributable to foreign exchange rate
fluctuations, are taxable as ordinary income. If the net effect to a Fund of
those transactions is a gain, the income dividend paid by the Fund will be
increased; if the result is a loss, the income dividend paid will be decreased.

         Income received by a Fund from sources within various foreign countries
will be subject to foreign income taxes withheld at the source. Under the
Internal Revenue Code, if more than 50% of the value of a Fund's total assets at
the close of its taxable year comprises securities issued by foreign
corporations, the Fund may file an election with the Internal Revenue Service to
"pass through" to its shareholders the amount of foreign income taxes paid by
that fund. Pursuant to that election, shareholders would be required to: (i)
include in gross income, even though not actually received, their respective pro
rata share of foreign taxes paid by the fund; (ii) treat their pro rata share of
foreign taxes as paid by them; and (iii) either deduct their pro rata share of
foreign taxes in computing their taxable income, or use it as a foreign tax
credit against U.S. income taxes (but not both). No deduction for foreign taxes
may be claimed by a shareholder who does not itemize deductions.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY

         The High Yield Fund intends to qualify, and each other Fund intends to
continue to qualify, and elect to be treated as a regulated investment company
under Subchapter M of the



                                      B-41
<PAGE>   123

Internal Revenue Code of 1986, as amended (the "Code") so as to be relieved of
federal income tax on its net investment income and capital gains that it
currently distributes to shareholders.

         The Funds must meet several requirements to maintain its status as a
regulated investment company. These requirements include the following: (1) at
least 90% of the Fund's gross income must be derived from dividends, interest,
payments with respect to securities loaned, and gains from the sale or
disposition of securities; and (2) at the close of each quarter of the Fund's
taxable year, (a) at least 50% of the value of the Fund's total assets must
consist of cash, U.S. Government securities and other securities (no more than
5% of the value of the Fund may consist of such other securities of any one
issuer, and the Fund must not hold more than 10% of the outstanding voting stock
of any issuer), and (b) the Fund must not invest more than 25% of the value of
its total assets in the securities of any one issuer (other than U.S. Government
securities).

         In order to maintain the qualification of the Fund's status as a
regulated investment company, the Trust may, in its business judgment, restrict
the Fund's ability to enter into stock index futures contracts or options on
such futures contracts or engage in short-term trading and transactions in
securities (including stock index futures contracts and options on such futures
contracts). For the same reason, the Trust may, in its business judgement,
require the Fund to defer the closing out of a contract beyond the time when it
might otherwise be advantageous to do so.


                             ALLOCATION AMONG FUNDS

         The assets received by the Trust from the sale of shares of each Fund,
and all income, earnings, profits and proceeds thereof, subject only to the
rights of creditors, are specifically allocated to that Fund, and constitute the
underlying assets of that Fund. The underlying assets of each Fund are required
to be segregated on the books of account, and are to be charged with the expense
in respect to that Fund and with a share of the general expenses of the Trust.
Any general expenses of the Trust not readily identifiable as belonging to a
particular Fund shall be allocated by or under the direction of the trustees in
such manner as the trustees determine to be fair and equitable. Each share of
each Fund represents an equal proportionate interest in that Fund with each
other share and is entitled to such dividends and distributions out of the
income belonging to that Fund as are declared by the trustees. Upon any
liquidation of a Fund, shareholders thereof are entitled to share pro rata in
the net assets belonging to that Fund available for distribution.


                              CERTAIN SHAREHOLDERS

         The only persons known to own beneficially (as determined in accordance
with rule 13d-3 under the 1934 Act) 5% or more of the outstanding shares of any
Fund at June 30, 1999 were:


                                      B-42
<PAGE>   124

<TABLE>
<CAPTION>
                                                                                              Percentage of
                                                                        Number of          Outstanding Shares
               Shareholder                                               Shares                of the Funds
               -----------                                              ---------          ------------------
<S>                                                                     <C>                <C>
         CONVERTIBLE FUND

           Merrill Lynch & Co., Inc.                                    2,373,696                 32.22
           Global Headquarters
           World Financial Center
           North Tower
           250 Verey Street
           New York, NY 10281

           LaCross and Company                                          1,653,990                 22.45
           311 Main Street
           P.O. Box 489
           LaCross, Wisconsin 54602-0489

         MARKET NEUTRAL FUND

           Charles Schwab & Co.                                            47,038                 19.77
           Reinvest Account
           101 Montgomery St.
           San Francisco, CA  94104-4122

           Lincoln Trust Company                                           13,911                  5.85
           Custodian Donald E. Lindley
           P.O. Box 5831
           Denver, Colorado 80217-5831

           Prudential Securities FBO Marjorie K. Flannery,                 18,641                  7.84
              Trustee of Marjorie K. Flannery Revocable Trust
              dtd 3/28/84
           1365 Elmhurst Drive, N.E.
           Cedar Rapids, Iowa  52402-4771

           Wexford Clearing Service CVRP FBO                               14,151                  5.95
           Paul Naffah
           6161 County Line Rd.
           Hinsdale, IL 60521-4868


         GROWTH AND INCOME FUND
           John P. Calamos and Nick P. Calamos*                           180,692                 13.53
           1111 East Warrenville Road
           Naperville, Illinois  60563-1493
</TABLE>



                                      B-43
<PAGE>   125

<TABLE>
<CAPTION>
                                                                                              Percentage of
                                                                        Number of          Outstanding Shares
               Shareholder                                               Shares                of the Funds
               -----------                                              ---------          ------------------
<S>                                                                     <C>                <C>

           Charles Schwab & Co.                                            87,112                 6.52
           101 Montgomery St.
           San Francisco, CA  94104-4122

           Merrill Lynch & Co., Inc.                                      170,897                12.79
           Global Headquarters
           World Financial Center
           North Tower
           250 Verey Street
           New York, New York 10281

           Calamos Financial Services, Inc.                               156,069                11.68
           401(k) Profit Sharing Plan and Trust*
           1111 East Warrenville Road
           Naperville, Illinois 60563-1493


         GROWTH FUND

           John P. Calamos and Nick P. Calamos*                           219,401                31.10
           1111 East Warrenville Road
           Naperville, Illinois  60563-1493

           Calamos Financial Services, Inc.                               106,633                15.11
           401(k) Profit Sharing Plan and Trust*
           1111 East Warrenville Road
           Naperville, Illinois 60563-1493

           Merrill Lynch & Co., Inc.                                       41,232                 5.84
           Global Headquarters
           World Financial Center
           North Tower
           250 Verey Street
           New York, NY 10281

           Calamos Financial Services, Inc.*                               39,708                 5.63
           1111 East Warrenville Road
           Naperville, Illinois  60563-1493

         GLOBAL GROWTH AND INCOME FUND

           John P. Calamos and Nick P. Calamos*                           115,449                10.00
           1111 East Warrenville Road
           Naperville, Illinois  60563-1493

           Calamos Financial Services, Inc.                               115,449                10.00
              401(k) Profit Sharing Plan and Trust*
           1111 East Warrenville Road
           Naperville, Illinois  60563-1493

</TABLE>


                                      B-44
<PAGE>   126

          ------------------
          *     John P. Calamos and Nick P. Calamos are the trustees of the
          Calamos Financial Services, Inc. 401(k) Profit Sharing Plan and Trust
          and the Calamos Financial Services, Inc. 401(k) Employee Profit
          Sharing Plan and Trust. The shares owned beneficially by Messrs. John
          Calamos and Nick Calamos include the shares owned by the Calamos
          Financial Services, Inc. 401(k) Profit Sharing Plan and Trust and the
          Calamos Financial Services, Inc. 401(k) Employee Profit Sharing Plan
          and Trust. The shares shown as owned beneficially by Mr. John Calamos
          also include the shares shown as owned by Calamos Financial Services,
          Inc.


         At June 30, 1999 the trustees and officers of the Trust as a group
owned beneficially shares of the Funds as follows: 73,848 shares (1.0%) of
Convertible Fund; 135,044 shares (10.11%) of Growth and Income Fund; 0 shares
(0%) of Market Neutral Fund; 184,209 shares (26.11%) of Growth Fund; and 97,345
shares (8.43%) of Global Growth and Income Fund.



                                    CUSTODIAN


         The Bank of New York, 48 Wall Street, New York, New York 10286, is the
custodian for the assets of each Fund other than Market Neutral Fund, for whom
Prudential Securities, Inc., One New York Plaza, New York, New York 10292, is
the custodian. The custodian is responsible for holding all cash and securities
of the Funds, directly or through a book entry system, delivering and receiving
payment for securities sold by the Funds, receiving and paying for securities
purchased by the Funds, collecting income from investments of the Funds and
performing other duties, all as directed by authorized persons of the Trust. The
custodian does not exercise any supervisory functions in such matters as the
purchase and sale of securities by a Fund, payment of dividends or payment of
expenses of a Fund.



                              INDEPENDENT AUDITORS

Ernst & Young LLP, Sears Tower, 233 South Wacker Drive, Chicago, Illinois 60606,
audits and reports on the Funds' annual financial statements, reviews certain
regulatory reports and the Funds' federal income tax returns, and performs other
professional accounting, tax and advisory services when engaged to do so by the
Funds


                                      B-45
<PAGE>   127

                               GENERAL INFORMATION


         SHAREHOLDER INFORMATION


Each Fund is a series of Calamos Investment Trust (formerly named CFS Investment
Trust). As of March 18, 1996 all shares of each Fund then outstanding were
re-designated as Class A shares of that Fund. Calamos Market Neutral Fund was
named Calamos Strategic Income Fund prior to July 30, 1999. Under the terms of
the Agreement and Declaration of Trust, the trustees may issue an unlimited
number of shares of beneficial interest without par value for each series of
shares authorized by the trustees and the trustees may divide the shares of any
series into two or more classes of shares of that series. Currently the Trust
has six series in operation. All shares issued will be fully paid and
non-assessable and will have no preemptive or conversion rights. In the future,
the board of trustees may authorize the issuance of shares of additional series
and additional classes of shares of any series.

         Each Fund's shares of a given class are entitled to participate pro
rata in any dividends and other distributions declared by the Fund's board of
trustees with respect to shares of the Fund. All shares of the Fund of a given
class have equal rights in the event of liquidation of that class.


         Under Massachusetts law, the shareholders of the Trust may, under
certain circumstances, be held personally liable for the Trust's obligations.
However, the Trust's Declaration of Trust disclaims liability of the
shareholders, trustees, and officers of the Trust for acts or obligations of the
Funds, which are binding only on the assets and property of the Fund. The
Declaration of Trust requires that notice of such disclaimer be given in each
agreement, obligation, or contract entered into or executed by the Trust or the
board of trustees. The Declaration of Trust provides for indemnification out of
a Fund's assets of all losses and expenses of any Fund shareholder held
personally liable for the Fund's obligations. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is remote, since it
is limited to circumstances in which the disclaimer is inoperative and the Fund
itself is unable to meet its obligations.

         VOTING RIGHTS

         Each share has one vote and fractional shares have fractional votes. As
a business trust, the Trust is not required to hold annual shareholder meetings.
However, special meetings may be called for purposes such as electing or
removing trustees, changing fundamental policies or approving an investment
advisory agreement.

FINANCIAL STATEMENTS

The annual report of the Trust, a copy of which accompanies this Statement of
Additional Information, contains financial statements, notes thereto,
supplementary information entitled "Financial Highlights" for each of the Funds
and a report of independent auditors, all of which (but no other part of the
annual report) is incorporated herein by reference.




                                      B-46
<PAGE>   128


                      APPENDIX--DESCRIPTION OF BOND RATINGS


         A rating of a rating service represents the service's opinion as to the
credit quality of the security being rated. However, the ratings are general and
are not absolute standards of quality or guarantees as to the creditworthiness
of an issuer. Consequently, the Portfolio's investment manager believes that the
quality of debt securities in which the Portfolio invests should be continuously
reviewed. A rating is not a recommendation to purchase, sell or hold a security,
because it does not take into account market value or suitability for a
particular investor. When a security has received a rating from more than one
service, each rating should be evaluated independently. Ratings are based on
current information furnished by the issuer or obtained by the ratings services
from other sources which they consider reliable. Ratings may be changed,
suspended or withdrawn as a result of changes in or unavailability of such
information, or for other reasons.

         The following is a description of the characteristics of ratings used
by Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Corporation
("S&P").

MOODY'S RATINGS

         Aaa--Bonds rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt-edge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. Although the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such bonds.

         Aa--Bonds rated Aa are judged to be high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa bonds or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the long
term risk appear somewhat larger than in Aaa bonds.

         A--Bonds rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

         Baa--Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

         Ba--Bonds rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.



                                      B-47
<PAGE>   129

         B--Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

         Caa--Bonds rated Caa are of poor standing. Such bonds may be in default
or there may be present elements of danger with respect to principal or
interest.

         Ca--Bonds rated Ca represent obligations which are speculative in a
high degree. Such bonds are often in default or have other marked shortcomings.

S&P RATINGS

         AAA--Bonds rated AAA have the highest rating. Capacity to pay principal
and interest is extremely strong.

         AA--Bonds rated AA have a very strong capacity to pay principal and
interest and differ from AAA bonds only in small degree.

         A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

         BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay principal and interest for bonds in this capacity
than for bonds in higher rated categories.

         BB--B--CCC--CC--Bonds rated BB, B, CCC and CC are regarded, on balance,
as predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation among such bonds and CC the highest
degree of speculation. Although such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.



                                      B-48
<PAGE>   130
Report of Independent Auditors


To the Board of Trustees and Shareholders
Calamos Investment Trust


We have audited the accompanying statement of assets and liabilities, including
the schedules of investments, of CALAMOS Investment Trust (comprising CALAMOS
Convertible Fund, CALAMOS Growth and Income Fund, CALAMOS Strategic Income Fund,
CALAMOS Growth Fund, and CALAMOS Global Growth and Income Fund) as of March 31,
1999, and the related statements of operations and changes in net assets for
each of the periods indicated therein and the financial highlights for each of
the fiscal periods since 1990. These financial statements and financial
highlights are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
March 31, 1999, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
CALAMOS Convertible Fund, CALAMOS Growth and Income Fund, CALAMOS Strategic
Income Fund, CALAMOS Growth Fund, and CALAMOS Global Growth and Income Fund at
March 31, 1999, the results of their operations and changes in their net assets
for each of the periods indicated therein, and the financial highlights for each
of the fiscal periods since 1990, in conformity with generally accepted
accounting principles.



                                          Ernst & Young LLP

Chicago, Illinois
May 12, 1999


                                       18
<PAGE>   131
CALAMOS CONVERTIBLE FUND

SCHEDULE OF INVESTMENTS MARCH 31, 1999

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT                                                    VALUE
- ------------------------------------------------------------------
<S>            <C>                                    <C>
CONVERTIBLE
BONDS (52.0%)
               Capital Goods - Technology
               (18.0%)
$   2,100,000  Affiliated Computer Services           $  2,640,792
               Corporation (b) 4.000%, 03/15/05
    2,500,000  At Home Corporation (b)                   2,625,000
               0.5246%, 12/28/18
    7,900,000  Atmel Corporation (b)                     2,437,624
               0.000%, 04/21/18
    1,600,000  Bell Atlantic Corporation                 1,699,008
               (Tel_Nz) (b)
               5.750%, 04/01/03
    1,200,000  Bell Atlantic Corporation (b)             1,316,100
               (Cable&Wireless) 4.250%, 09/15/05
      500,000  Bell Atlantic Corporation                   548,375
               (Cable&Wireless) 4.250%, 09/15/05
    1,075,000  Converse Technology Corporation (b)       1,565,469
               4.500%, 07/01/05
      830,000  Doubleclick, Inc. (b)                     1,041,335
               4.750%, 03/15/06
    1,355,000  France Telecom S.A (b)                    1,289,894
               2.000%, 01/01/04
      600,000  LSI Logic Corporation (b)                   722,250
               4.250%, 03/15/04
    2,400,000  Network Associates, Inc. (b)                879,000
               0.000%, 02/13/18
    4,400,000  Solectron Corporation (b), (c)            2,176,416
               0.000%, 01/27/19
    1,175,000  Systems & Computer Technology               846,000
               Corporation 5.000%, 10/15/04
    4,400,000  U.S. Cellular Corporation                 2,029,500
               0.000%, 06/15/15
    3,460,000  Xerox Corporation                         2,084,650
               0.570%, 04/21/18
                                                      ------------
                                                        23,901,413
               CONSUMER CYCLICALS (10.5%)
    2,625,000  Hilton Hotels Corporation                 2,460,937
               5.000%, 05/15/06
    2,100,000  The Interpublic Group of                  2,397,318
               Companies, Inc. (b)
               1.800%, 09/16/04
      704,000  The Interpublic Group of                    803,672
               Companies, Inc.
               1.800%, 09/16/04
      365,000  Magna International, Inc.                   366,599
               4.875%, 02/15/05
    3,175,000  Marriott International, Inc. (c)          2,142,617
               0.000%, 03/25/11
$   1,025,000  Marriott International, Inc. (c)            691,711
               0.000%, 03/25/11 Euro
    3,035,000  Office Depot, Inc. (c)                    2,610,100
               0.000%, 11/01/08
      500,000  Omnicom Group, Inc.                         852,345
               2.250%, 01/06/13
      950,000  Omnicom Group, Inc. (b)                   1,619,456
               2.250%, 01/06/13
                                                      ------------
                                                        13,944,755
               CONSUMER GROWTH STAPLES (11.9%)
      225,000  Alpharma, Inc.                              339,187
               5.750%, 04/01/05
    4,440,000  Athena Neurosciences (Elan) (b)           2,536,350
               0.000%, 12/14/18
    1,800,000  Clear Channel Communications,             2,239,344
               Inc.
               2.625%, 04/01/03
    1,100,000  Costco Companies, Inc.                    1,179,024
               0.000%, 08/19/17
    2,300,000  Costco Companies, Inc. (b)                2,465,232
               0.000%, 08/19/17
    2,160,000  Genzyme Corporation (b)                   3,118,910
               5.250%, 06/01/05
    1,450,000  Rite Aid Corporation (b)                  1,495,081
               5.250%, 09/15/02
    4,500,000  Roche Holdings Company (b), (c)           2,407,500
               0.000%, 05/06/12
                                                      ------------
                                                        15,780,628
               CONSUMER STAPLES (2.4%)
    2,650,000  Nestle Holdings, Inc.                     3,216,255
               3.000%, 06/17/02
               CREDIT CYCLICALS (0.8%)
    1,350,000  BankAtlantic Bancorp, Inc.                1,086,750
               5.625%, 12/01/07
               ENERGY (1.4%)
    2,150,000  Loews Corporation (Diamond                1,842,894
               Offshore Drilling) 3.125%,
               09/15/07
               FINANCIAL (2.0%)
      650,000  Finlayson Global (Rep. of                   671,937
               Singapore)
               Corporation (b) 0.000%, 02/19/04
  127,000,000  Mitsui Marine & Fire Insurance            1,115,258
          JPY  Company 0.700%, 03/31/03
   83,000,000  Sumitomo Marine & Fire Insurance            852,216
          JPY  Company 1.200%, 03/31/04
                                                      ------------
                                                         2,639,411
</TABLE>


               See accompanying Notes to Schedule of Investments.


                                       19
<PAGE>   132
CALAMOS  CONVERTIBLE FUND - CONTINUED


SCHEDULE OF INVESTMENTS MARCH 31, 1999

<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                VALUE
- ---------------------------------------------------------------
<S>            <C>                                  <C>
               TRANSPORTATION (3.2%)
$  750,000     Airtours, Inc. plc                   $ 1,396,874
       GBP     5.750%, 01/05/04

   570,000     BAA plc                                1,184,694
       GBP     5.750%, 03/29/06

 2,500,000     Deutsche Lufthansa (b)                 1,690,475
       DEM     2.125%, 12/03/02
                                                    -----------
                                                      4,272,043
               UTILITIES (1.8%)
 2,550,000     AES Corporation                        2,473,500
               4.500%, 08/15/05
                                                    -----------
               TOTAL CONVERTIBLE BONDS               69,157,649
               (Cost $61,866,229)

 NUMBER
OF SHARES                                              VALUE
- ---------------------------------------------------------------
CONVERTIBLE
PREFERRED
STOCKS
(24.5%)
               BASIC INDUSTRIES (3.9%)
    68,500     International Paper Company            3,311,290
               5.250%
    37,800     Sealed Air Corporation                 1,871,100
               2.000% Series A
                                                    -----------
                                                      5,182,390
               CAPITAL GOODS - TECHNOLOGY
               (5.3%)
    22,000     Mediaone Group, Inc.                   1,820,500
               6.250%
    57,300     Qualcomm Financial Trust, Inc.         5,178,488
               5.750%
                                                    -----------
                                                      6,998,988
               CONSUMER CYCLICALS (3.0%)
    33,300     Newell Financial Trust                 1,848,150
               5.250%
    17,700     Royal Caribbean Cruises Limited        2,166,038
               7.250% Series A
                                                    -----------
                                                      4,014,188
               CONSUMER GROWTH STAPLES (2.9%)
    57,300     Monsanto Co.                           2,664,450
               2.600%
    29,200     Village Roadshow, Inc. (b)             1,197,200
               3.250%
                                                    -----------
                                                      3,861,650
               CONSUMER STAPLES (1.8%)
    28,900     Suiza Foods Corporation (b)            1,000,663
               5.500%


PRINCIPAL
 AMOUNT                                                VALUE
- ---------------------------------------------------------------
    42,000     Suiza Foods Corporation              $ 1,454,250
               5.500%
                                                    -----------
                                                      2,454,913
               CREDIT CYCLICALS (1.6%)
    55,000     DECS Trust II (Royal Group             1,289,062
               Tech Limited) 6.875%
    19,000     Owens Corning MIPS                       857,375
               6.500%
                                                    -----------
                                                      2,146,437
               Financial (4.8%)
     4,200     Equity Residential Properties             90,300
               Trust
               7.250%
     8,415     Glenborough Realty Trust, Inc            140,951
               7.750%
   139,500     National Australia Bank                4,368,094
               7.875%

    46,300     Host Marriott Corporation              1,834,637
               6.750%
                                                    -----------
                                                      6,433,982
               TRANSPORTATION (1.2%)
    30,650     Union Pacific Capital Trust            1,536,331
               6.250%
                                                    -----------
               TOTAL CONVERTIBLE                     32,628,879
               PREFERRED STOCKS
               (Cost $29,395,834)

               COMMON STOCKS (9.7%)
               CAPITAL GOODS - TECHNOLOGY
               (0.1%)
     3,000     American Power Conversion                 81,000
               Corporation
     1,235     Sensormatic Electronics                   11,733
               Corporation
                                                    -----------
                                                         92,733

               CONSUMER CYCLICAL (1.0%)
    27,624     Carnival Corporation                   1,341,491
               CONSUMER GROWTH STAPLES (3.7%)
    34,000     Gannett Company, Inc.                  2,142,000
    48,000     Nike, Inc. Class B                     2,769,000
                                                    -----------
                                                      4,911,000
               CONSUMER STAPLES (2.5%)
   180,000     Diageo plc                             2,032,565
       GBP
    71,600     IBP, Inc                               1,333,550
                                                    -----------
                                                      3,366,115
</TABLE>


               See accompanying Notes to Schedule of Investments.


                                       20
<PAGE>   133
CALAMOS  CONVERTIBLE FUND - CONTINUED


SCHEDULE OF INVESTMENTS MARCH 31, 1999

<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                VALUE
- ---------------------------------------------------------------
<S>            <C>                                 <C>
               CREDIT CYCLICALS (1.2%)
28,000         Federal Home Loan Mortgage          $  1,599,500
               Corporation

               Financial (1.2%)
23,338         Fifth Third Bancorp                    1,538,849
                                                   ------------
               TOTAL COMMON STOCKS                   12,849,688
               (Cost $8,415,583)

PRINCIPAL
 AMOUNT                                                VALUE
- ---------------------------------------------------------------
Call
Options
(0.2%)
               CONSUMER STAPLES (0.2%)
200            General Mills Corporation (a)            262,500
               LEAPS Expiration 01/19/01,
               Strike 70

               TOTAL CALL OPTIONS                       262,500
               (Cost $278,100)

PRINCIPAL
 AMOUNT                                                VALUE
- ---------------------------------------------------------------
WARRANTS
(0.5%)
               CONSUMER GROWTH STAPLES (0.5%)           730,626
65,527         News Corporation Ltd.
               6/16/03
                                                   ------------
                                                        730,626
               TOTAL WARRANTS
               (Cost $445,584)

PRINCIPAL
 AMOUNT                                                VALUE
- ---------------------------------------------------------------
U.S.
Government
Securities
(10.2%)
$23,000,000    United States National Strips       $  7,093,200
               Interest Coupon 0.000%, 11/15/18
               United States Treasury Notes
850,000        7.000%, 04/15/99                         850,943
500,000        5.875%, 02/15/00                         504,475
2,750,000      6.875%, 05/15/06                       2,985,208
2,000,000      6.500%, 10/15/06                       2,130,440
                                                   ------------
               TOTAL U.S. GOVERNMENT SECURITIES
               (Cost $13,116,950)                    13,564,266

               TOTAL INVESTMENTS (97.1%)
               (Cost $113,518,280)                  129,193,608

               CASH DEPOSITS WITH CUSTODIAN
               (INTEREST BEARING) (1.9%)              2,505,101

               OTHER ASSETS, LESS LIABILITIES
               (1.0%)                                 1,324,707
                                                   ------------

               NET ASSETS
               (100%)                              $133,023,416
                                                   ============

               NET ASSET VALUE PER SHARE -
               CLASS A (3,934,969 shares
               outstanding)                        $      17.14
                                                   ============
               NET ASSET VALUE PER SHARE -
               CLASS C (1,806,433 shares
               outstanding)                        $      17.07
                                                   ============
               NET ASSET VALUE PER SHARE -
               CLASS I (2,017,601 shares
               outstanding)                        $      17.21
                                                   ============
</TABLE>

Notes to Schedule of Investments

         (a)      Non-income producing security

         (b)      Rule 144A security - Private placement securities issued under
                  Rule 144A are exempt from the registration requirements of the
                  Securities Act of 1933. These securities generally are issued
                  to qualified institutional buyers, such as the Funds, and any
                  resale by the Funds must be an exempt transaction, normally to
                  other qualified institutional investors.

         (c)      LYON - Liquid Yield Option Note


               See accompanying Notes to Schedule of Investments.


                                       21
<PAGE>   134
CALAMOS GROWTH AND INCOME FUND


SCHEDULE OF INVESTMENTS MARCH 31, 1999


<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                     VALUE
- --------------------------------------------------------------------
<S>             <C>                                      <C>
CONVERTIBLE
BONDS
(57.7%)
                Capital Goods - Technology (25.8%)
$  485,000      Affiliated Computer Services             $   609,897
                Corporation (b) 4.000%, 03/15/05

   725,000      At Home Corporation (b)                      761,250
                0.5246%, 12/28/18

 1,350,000      Atmel Corporation (b)                        416,556
                0.000%, 04/21/18

   200,000      Bell Atlantic (Cable&Wireless)               219,350
                Corporation 4.250%, 09/15/05

   900,000      Citrix Systems, Inc. (b)                     305,469
                0.000%, 03/22/19

   170,000      Converse Technology, Inc. (b)                247,563
                4.500%, 07/01/05

   380,000      Doubleclick, Inc. (b)                        476,756
                4.750%, 03/15/06

   400,000      Exodus.com, Inc. (b)                         642,000
                5.000%, 03/15/06

   200,000      LSI Logic Corporation (b)                    240,750
                4.250%, 03/15/04

   775,000      Network Associates, Inc.                     283,844
                0.000%, 02/13/18

   500,000      Park Electrochemical Corporation             435,000
                5.500%, 03/01/06

   925,000      Solectron Corporation (b), (c)               457,542
                0.000%, 01/27/19

   250,000      Systems & Computer Technology
                Corporation 5.000%, 10/15/04

   950,000      U.S. Cellular Corporation                    438,187
                0.000%, 06/15/15

   650,000      Xerox Corporation                            391,625
                0.570%, 04/21/18
                                                         -----------
                                                           6,105,789

                Consumer Cyclicals (7.8%)
   300,000      The Interpublic Group of Companies,          342,474
                Inc. (b) 1.800%, 09/16/04

   110,000      The Interpublic Group of Companies,          125,574
                Inc. 1.800%, 09/16/04

   360,000      MAGNA International Corporation              361,577
                4.875%, 02/15/05

   550,000      Marriott International, Inc. (c)             371,162
                0.000%, 03/25/11

   350,000      Office Depot, Inc.
                0.000%, 11/01/08                             301,000

   200,000      Omnicom Group, Inc. (b)                      340,938
                2.250%, 01/06/13
                                                         -----------
                                                           1,842,725

                Consumer Growth Staples (22.4%)
   325,000      Alpharma, Inc.                               489,937
                5.750%, 04/01/05

   725,000      Athena Neurosciences (Elan) (b)              414,156
                0.000%, 12/14/18

   400,000      Chiron Corporation (b)                       388,992
                1.900%, 11/17/00

   360,000      Clear Channel Communications, Inc.           447,869
                2.625%, 04/01/03

   475,000      Costco Companies, Inc. (b)                   509,124
                0.000%, 08/19/17

   230,000      Genzyme Corporation (b)                      332,107
                5.250%, 06/01/05

   500,000      Jacor Communications, Inc. (c)               263,750
                0.000%, 02/09/18

   330,000      Petsmart, Inc.                               391,459
                6.750%, 11/01/04

   270,000      Quintiles Transnational Corporation          286,643
                4.250%, 5/31/00

   285,000      Res-Care, Inc.                               362,306
                6.000%, 12/01/04

   300,000      Rite Aid Corporation (b)                     309,327
                5.250%, 09/15/02

   700,000      Roche Holdings, Inc.                         456,750
                0.000%, 04/20/10

   800,000      Times Mirror Company (c)                     365,000
                0.000%, 04/15/17

   350,000      Veterinary Centers of America, Inc.          271,250
                5.250%, 05/01/06
                                                         -----------
                                                           5,288,670
                Financial (0.3%)
    70,000      Financial Federal Corporation (b)             59,150
                4.500%, 05/01/05

                Utilities (1.4%)
   350,000      AES Corporation                              339,500
                4.500%, 08/15/05

                                                         -----------
                TOTAL CONVERTIBLE BONDS                   13,635,834
                (Cost $11,970,081)
</TABLE>


               See accompanying Notes to Schedule of Investments.


                                       22
<PAGE>   135
CALAMOS GROWTH AND INCOME FUND - CONTINUED


SCHEDULE OF INVESTMENTS MARCH 31, 1999


<TABLE>
<CAPTION>
NUMBER OF
 SHARES                                                   VALUE
- -----------------------------------------------------------------
<S>             <C>                                   <C>
CONVERTIBLE
PREFERRED
STOCKS
(16.9%)
               BASIC INDUSTRIES (1.9%)
     9,000     Sealed Air Corporation 2.000%          $   445,500

               CAPITAL GOODS - TECHNOLOGY (4.2%)
     3,500     Mediaone Group, Inc. 6.250%                289,625

     7,700     Qualcomm, Inc. 5.750%                      695,888
                                                      -----------
                                                          985,513

               CONSUMER CYCLICALS (2.8%)
     4,600     Newell Financial Trust, Inc.               255,300
               5.250%

     3,300     Royal Caribbean Cruises Limited            403,838
               7.250% Series A
                                                          659,138

               CONSUMER GROWTH STAPLES (2.3%)
     4,500     Time Warner, Inc. (Houston Ind)            542,250
               7.000%

               CONSUMER STAPLES (0.6%)
     4,250     Suiza Foods Corporation (b) 5.500%         147,156

               CREDIT CYCLICALS (2.4%)
    35,000     Kaufman & Broad Homes, Inc. 8.250%         280,000

     6,600     Owens Corning Co. Mips 6.500%              297,825
                                                          577,825

               FINANCIAL (2.7%)

    10,000     Lincoln National Corporation               265,000
               Feline
               Prides 7.750%

    12,200     National Australia Bank 7.875%             382,012
                                                      -----------
                                                          647,012
                                                      -----------
               TOTAL CONVERTIBLE                        4,004,394
               PREFERRED STOCKS
               (Cost $3,402,000)

COMMON
STOCKS
(8.2%)
               CAPITAL GOODS - TECHNOLOGY (5.4%)
     8,350     American Power Conversion
               Corporation                                225,450

     6,400     Microsoft Corporation (a)                  573,600

     6,400     Motorola, Inc.                             468,800
                                                      -----------
                                                        1,267,850

               CONSUMER CYCLICALS (1.3%)
    16,000     IBP, Inc.                                  298,000

               FINANCIAL (1.5%)
     5,514     Fifth Third Bancorp                        363,579
                                                      -----------
               TOTAL COMMON STOCKS                      1,929,429
               (Cost $1,281,233)

NUMBER OF
CONTRACTS                                                 VALUE
- -----------------------------------------------------------------
CALL
OPTIONS
(0.2%)
               CAPITAL STAPLES - TECHNOLOGY
               (0.2%)
        30     General Mills Corporation (a)          $    39,375
               LEAPS Expiration 01/19/01,
               Strike 70
               TOTAL CALL OPTIONS                          39,375
               (Cost $41,715)

PRINCIPAL
 AMOUNT                                                   VALUE
- -----------------------------------------------------------------
U.S.
GOVERNMENT
SECURITIES
(11.8%)
$3,800,000     United States National Strips            1,263,462
               Interest
               Coupon .000%, 08/15/17

               United States Treasury Notes
   230,000        7.000%, 04/15/99                        230,255
   600,000        5.875%, 02/15/00                        605,370
   635,000        6.875%, 05/15/06                        689,311
                                                      -----------
               TOTAL U.S. GOVERNMENT
               SECURITIES
               (Cost $2,745,809)                        2,788,398
                                                      -----------
               TOTAL INVESTMENTS (94.8%)
               (Cost $19,440,838)                      22,397,430


               CASH DEPOSITS WITH CUSTODIAN
               (INTEREST BEARING) (1.6%)                  385,340

               OTHER ASSETS, LESS LIABILITIES
               (3.6%)                                     849,421
                                                      -----------
               NET ASSETS (100%)                      $23,632,191
                                                      ===========

               NET ASSET VALUE PER SHARE -
               CLASS A (1,041,524 shares
               outstanding)                           $     18.22
                                                      ===========
               NET ASSET VALUE PER SHARE -
               CLASS C (148,124 shares
               outstanding)                           $     18.07
                                                      ===========
               NET ASSET VALUE PER SHARE -
               CLASS I (107,971 shares
               outstanding)                           $     18.30
                                                      ===========
</TABLE>

Notes to Schedule of Investments

         (a)      Non-income producing security

         (b)      Rule 144A security - Private placement securities issued under
                  Rule 144A are exempt from the registration requirements of the
                  Securities Act of 1933. These securities generally are issued
                  to qualified institutional buyers, such as the Funds, and any
                  resale by the Funds must be an exempt transaction, normally to
                  other qualified institutional investors.

         (c)      LYON - Liquid Yield Option Note


               See accompanying Notes to Schedule of Investments.


                                       23
<PAGE>   136
CALAMOS STRATEGIC INCOME FUND


SCHEDULE OF INVESTMENTS MARCH 31, 1999


<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                 VALUE
- ----------------------------------------------------------------
<S>            <C>                                    <C>
CONVERTIBLE
BONDS
(76.6%)

               CAPITAL GOODS - TECHNOLOGY (19.7%)
$ 50,000       Apple Computer Corporation             $   64,527
               6.000%, 06/01/01

  60,000       Doubleclick, Inc. (b)                      75,277
               4.750%, 03/15/06

  70,000       Level One Communications, Inc.            137,629
               4.000%, 09/01/04

  30,000       LSI Logic Corporation (b)                  36,113
               4.250%, 03/15/04

 120,000       Network Associates, Inc.                   43,950
               0.000%, 02/13/18

  60,000       SportsLine USA, Inc. (b)                   55,050
               5.000%, 04/01/06
                                                         412,546

               CAPITAL GOODS OTHER (6.8%)
  55,000       Robbins & Myers, Inc.                      49,500

               6.500%, 09/01/03

  50,000       Thermoquest Corporation
               5.000%, 08/15/00                           48,500

  40,000       Waste Management, Inc.                     43,750
               4.000%, 02/01/22
                                                      ----------
                                                         141,750

               CONSUMER CYCLICALS (14.5%)
  55,000       Amazon.com, Inc. (b)                       69,506
               4.750%, 02/01/09

  45,000       Continental Airlines, Inc.                 57,981
               6.750%, 04/15/06

 120,000       Office Depot, Inc. (a)                    103,200
               0.000%, 11/01/08

  50,000       Speedway Motorsports, Inc.                 71,188
               5.750%, 09/30/03
                                                      ----------
                                                         301,875

               CONSUMER GROWTH STAPLES (19.4%)
  75,000       Alza Corporation                           38,250
               0.000%, 07/14/14

  75,000       Clear Channel Communications, Inc.         93,306
               2.625%, 04/01/03

 160,000       IDEC Pharmaceutical Corporation            59,800
               (b)
               0.000%, 02/16/19

 190,000       Jacor Communications, Inc. (a)            100,225
               0.000%, 02/19/18

  60,000       Petsmart, Inc.                             71,174
               6.750%, 11/01/04

$ 40,000       Quintiles Transnational
               Corporation
               4.250%, 05/31/00                       $   42,466
                                                      ----------
                                                         405,221

               ENERGY (9.0%)
  75,000       Nabors Industries, Inc.                    86,250
               5.000%, 05/15/06

 100,000       Pennzenergy Co. (Chevron)                 100,875
               4.950%, 08/15/08
                                                      ----------
                                                         187,125

               FINANCIAL (2.6%)
  65,000       Financial Federal Corporation              54,925
               4.500%, 05/01/05

               UTILITIES (4.6%)
 100,000       AES Corporation                            97,000
               4.500%, 08/15/05
                                                      ----------
               TOTAL CONVERTIBLE BONDS                 1,600,442
               (Cost $1,459,314)

PRINCIPAL
 AMOUNT                                                 VALUE
- ----------------------------------------------------------------
CONVERTIBLE
PREFERRED
STOCKS
(23.7%)
               BASIC INDUSTRIES (7.3%)
   1,800       International Paper Company 5.250%         87,012
   1,300       Sealed Air Corporation 2.000%              64,350
               Series A
                                                      ----------
                                                         151,362

               CAPITAL GOODS - TECHNOLOGY (10.5%)
   1,100       Case Corporation 4.500% Series A           66,275

   1,700       Qualcomm, Inc. 5.750%                     153,638
                                                      ----------
                                                         219,913

               CONSUMER CYCLICALS (2.9%)
   1,000       K Mart Financing Corporation               60,500
               7.750%

               CREDIT CYCLICALS (3.0%)
   1,400       Owens Corning MIPS 6.500%                  63,175
                                                      ----------
   8,300       TOTAL CONVERTIBLE                         494,950
               PREFERRED STOCKS
               (Cost $438,535)

                                                      ----------
               TOTAL INVESTMENTS (100.3%)
               (Cost $1,897,849)                       2,095,392
</TABLE>


               See accompanying Notes to Schedule of Investments.


                                       24
<PAGE>   137
CALAMOS  STRATEGIC INCOME FUND - CONTINUED


SCHEDULE OF INVESTMENTS MARCH 31, 1999


<TABLE>
<CAPTION>
 NUMBER
OF SHARES                                                VALUE
- ----------------------------------------------------------------
<S>             <C>                                 <C>
COMMON STOCKS
SOLD SHORT
(-50.4%)
                BASIC INDUSTRIES (-2.7%)
         540    International Paper Company         $  (22,781)
         700    Sealed Air Corporation                 (34,431)
                                                    -----------
                                                       (57,212)

                CAPITAL GOODS - TECHNOLOGY (-19.2%)
       1,025    Apple Computer Corporation             (36,836)
       1,750    Case Corporation                       (44,406)
         220    Doubleclick, Inc.                      (40,054)
         117    Leap Wireless International, Inc.       (1,506)
       2,625    Level One Communications, Inc.        (127,641)
         350    LSI Logic Corporation                  (10,916)
         600    Network Associates, Inc.               (18,413)
         850    Qualcomm, Inc.                        (105,718)
         350    SportsLine USA, Inc.                   (15,968)
                                                    -----------
                                                      (401,458)

                CAPITAL GOODS OTHER (-2.8%)
       1,300    Robbins & Myers, Inc.                  (22,425)
         900    Thermoquest Corporation                (10,913)
         550    Waste Management, Inc.                 (24,406)
                                                    -----------
                                                       (57,744)

                CONSUMER CYCLICALS (-9.2%)
         185    Amazon.com, Inc.                       (31,855)
       1,150    Continental Airlines, Inc.             (43,700)
       2,150    K Mart Corporation                     (36,147)
       1,250    Office Depot, Inc.                     (46,015)
         825    Speedway Motorsports, Inc.             (34,031)
                                                    -----------
                                                      (191,748)

                CONSUMER GROWTH STAPLES (-8.9%)
         600    Alza Corporation                       (22,950)
         600    Clear Channel Communications,          (40,237)
                Inc.
         600    IDEC Pharmaceutical Corporation        (30,825)
         600    Jacor Communications, Inc.             (45,600)
       3,600    Petsmart, Inc.                         (28,913)
         480    Quintiles Transnational                (18,120)
                Corporation
                                                    -----------
                                                      (186,645)

                CREDIT CYCLICALS (-1.0%)
         650    Owens Corning Co.                      (20,678)

                ENERGY (-3.8%)
          550   Chevron Corporation                 $  (48,641)
        1,650   Nabors Industries, Inc.
                                                       (30,010)
                                                       (78,651)

                FINANCIAL (-1.2%)
        1,300   Financial Federal Corporation          (24,700)

                UTILITIES (-1.6%)
          900   AES Corporation
                                                       (33,525)
                                                    -----------
                TOTAL COMMON STOCKS
                SOLD SHORT
                (Proceeds - $910,976)                (1,052,361)

                CASH DEPOSITS WITH CUSTODIAN          1,098,783

                (INTEREST BEARING) (52.6%)
                LIABILITIES, LESS OTHER ASSETS
                (-2.5%)                                 (52,662)
                                                    -----------
                NET ASSETS (100%)                   $ 2,089,152
                                                    ===========

               NET ASSET VALUE PER SHARE -
               CLASS A (178,253 shares
               outstanding)                         $     11.72
                                                    ===========
</TABLE>

Notes to Schedule of Investments

         (a)      LYON - Liquid Yield Option Note

         (b)      Rule 144A security - Private placement securities issued under
                  Rule 144A are exempt from the registration requirements of the
                  Securities Act of 1933. These securities generally are issued
                  to qualified institutional buyers, such as the Funds, and any
                  resale by the Funds must be an exempt transaction, normally to
                  other qualified institutional investors.


               See accompanying Notes to Schedule of Investments.


                                       25
<PAGE>   138
CALAMOS GROWTH FUND


SCHEDULE OF INVESTMENTS MARCH 31, 1999


<TABLE>
<CAPTION>
 NUMBER
OF SHARES                                                     VALUE
- ---------------------------------------------------------------------
<S>             <C>                                       <C>
COMMON
STOCKS
(94.4%)

                BASIC INDUSTRIES (0.8%)
       4,000    American Woodmark Corporation             $   126,500

                CAPITAL GOODS - INDUSTRIAL (4.0%)
       4,000    Dycom Industries, Inc. (a)                    174,000
       7,000    Group 1 Automotive, Inc. (a)                  171,938
       3,500    Jacobs Engineering Group, Inc.                138,031
       6,300    Monaco Coach Corporation (a)                  145,294
                                                          -----------
                                                              629,263

                CAPITAL GOODS - TECHNOLOGY
                (38.2%)
       8,000    Advantage Learning Systems, Inc.              248,500
                (a)
       3,500    Alliant Techsystems, Inc. (a)                 271,906
       5,100    Broadvision, Inc. (a)                         304,725
       3,600    Comverse Technology, Inc. (a)                 306,000
       4,000    CSG Systems International, Inc.               157,750
                (a)
       4,500    EMC Corporation - Mass.                       574,875
       4,300    Emulex Corporation (a)                        141,900
       5,300    Gulfstream Aerospace Corporation              229,888
                (a)
       4,000    Lexmark International Group -
                Class A (a)                                   447,000
       8,000    Macromedia, Inc. (a)                          362,500
       5,400    Mindspring Enterprises, Inc. (a)              464,738
       6,200    New Era of Networks, Inc. (a)                 420,050
       3,800    PMC - Sierra, Inc. (a)                        270,512
       5,000    RF Micro Devices, Inc. (a)                    478,438
       4,400    Transwitch Corporation (a)                    199,100
      10,000    Unify Corporation (a)                         150,000
       3,500    Verisign, Inc. (a)                            539,000
       3,900    Xircom, Inc. (a)                               97,987
       1,900    Yahoo!, Inc. (a)                              319,912
                                                          -----------
                                                            5,984,781

                CONSUMER CYCLICALS (11.2%)
       5,250    Gap, Inc.                                     353,391
       6,000    Harley-Davidson, Inc.                         345,000
       3,500    Maytag Corporation                            211,313
       9,000    Midas, Inc.                                   300,375
       6,300    Tarrant Apparel Corporation (a)               264,600
       4,100    Tommy Hilfiger Corporation (a)                282,387
                                                          -----------
                                                            1,757,066

                CONSUMER GROWTH STAPLES (33.0%)
       4,300    Abercrombie & Fitch Co. Class A               395,600
                (a)
       3,400    Allergan, Inc.                                298,775
       6,000    Amgen, Inc. (a)                               449,250
       4,400    Andrx Corporation (a)                         400,950
       3,100    Biogen, Inc. (a)                              354,368
       6,400    Children's Place Corporation (a)          $   172,400
       2,200    Consolidated Graphics, Inc. (a)               127,050
       7,800    Copart, Inc. (a)                              161,850
       6,000    D & K Healthcare Resources, Inc.              148,500
                (a)
       3,100    Fair Isaac & Company, Inc.                    114,894
       6,400    Foodmaker, Inc. (a)                           163,200
       5,600    Kroll-O'Gara Co. (a)                          151,900
      10,600    K-Swiss, Inc. - Class A                       267,650
       4,700    Lowe's Companies                              284,350
       3,400    Medimmune, Inc. (a)                           201,237
       4,500    Osteotech, Inc. (a)                           154,688
       5,500    Quanta Services, Inc. (a)                     139,906
       9,500    Sonic Automotive, Inc. (a)                    147,250
       4,800    Tricom Global Restaurants, Inc.               337,200
                (a)
       3,900    Viacom, Inc. - Class A (a)                    324,919
       3,400    VISX, Inc. (a)                                365,713
                                                          -----------
                                                            5,161,650

                CONSUMER STAPLES (3.4%)
       8,000    Keebler Foods Co. (a)                         292,000
       4,600    Safeway, Inc. (a)                             236,037
                                                          -----------
                                                              528,037

                FINANCIAL (3.8%)
       6,750    Reinsurance Group of America, Inc.            287,297
       3,300    SEI Investments Co.                           305,250
                                                          -----------
                                                              592,547
                                                          -----------
                TOTAL COMMON STOCKS                        14,779,844
                (Cost $10,930,935)
                                                          -----------
                TOTAL INVESTMENTS (94.4%)
                (Cost $10,930,935)                         14,779,844

                CASH DEPOSITS WITH CUSTODIAN
                (INTEREST BEARING) (3.9%)                     609,441

                OTHER ASSETS, LESS LIABILITIES
                (1.7%)                                        263,550
                                                          -----------
                NET ASSETS (100%)                         $15,652,835
                                                          ===========
                NET ASSET VALUE PER SHARE -
                CLASS A (576,425 shares
                outstanding)                              $     23.51
                                                          ===========
                NET ASSET VALUE PER SHARE -
                CLASS C (13,274 shares
                outstanding)                              $     23.18
                                                          ===========
                NET ASSET VALUE PER SHARE -
                CLASS I (75,555 shares
                outstanding)                              $     23.71
                                                          ===========
</TABLE>

Notes to Schedule of Investments

         (a)      Non-income producing security


               See accompanying Notes to Schedule of Investments.


                                       26
<PAGE>   139
CALAMOS GLOBAL GROWTH AND INCOME FUND


SCHEDULE OF INVESTMENTS MARCH 31, 1999


<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                  VALUE
- ----------------------------------------------------------------
<S>            <C>                                    <C>
CONVERTIBLE
BONDS
(45.6%)
               CAPITAL GOODS - TECHNOLOGY (11.1%)
$      95,000  Affiliated Computer Services
               Corporation (b) 4.000%, 03/15/05       $  119,464
       70,000  Bell Atlantic Corporation                  74,331
               (Tel_Nz) (b)
               5.750%, 04/01/03
       70,000  Bell Atlantic Corporation (Cable&
               Wireless) (b) 4.250%, 09/15/05             76,773
       70,000  Bell Atlantic Corporation (Cable&
               Wireless) 4.250%, 09/15/05                 76,773
       75,000  Comverse Technology Corporation           109,219
               (b)
               4.500%, 07/01/05
      150,000  Network Associates, Inc.                   54,938
               0.000%, 02/13/18
      245,000  Solectron Corporation (b), (c)            121,187
               0.000%, 01/27/19
      175,000  U.S. Cellular Corporation                  80,719
               0.000%, 06/15/15
      230,000  Xerox Corporation                         138,575
               0.570%, 04/21/18
                                                      ----------
                                                         851,979

               CONSUMER CYCLICALS (6.6%)
      150,000  The Interpublic Group of
               Companies,
               Inc. 1.800%, 09/16/04                     171,237
      100,000  Magna International, Inc.                 100,438
               4.875%, 02/15/05
      155,000  Marriott International, Inc. (c)          104,600
               0.000%, 03/25/11
      145,000  Office Depot, Inc. (c)                    124,700
               0.000%, 11/01/08
                                                      ----------
                                                         500,975

               CONSUMER GROWTH STAPLES (12.2%)
      200,000  Athena Neurosciences (Elan) (b)           114,250
               0.000%, 12/14/18
      125,000  Clear Channel Communications, Inc.        155,510
               2.625%, 04/01/03
      200,000  Costco Companies, Inc. (b)                214,368
               0.000%, 08/19/17
      110,000  Genzyme Corporation (b)                   158,833
               5.250%, 06/01/05
       95,000  Rite Aid Corporation (b)                   97,954
               5.250%, 09/15/02
      250,000  S.M.H. Finance LUX                        193,815
               2.000%, 10/23/22
                                                      ----------
                                                         934,730

               CONSUMER STAPLES (2.4%)
      150,000  Nestle Holdings, Inc.                     182,052
               3.000%, 06/17/02

               CREDIT CYCLICALS (2.1%)
      250,000  Amoy Properties, Inc. (Hong Kong)         162,500
               5.500%, 01/01/49

               Financial (3.6%)
  213,912,500  Banca Popolare Di Milano                  139,621
          ITL  2.500%, 04/15/08
       70,000  Financial Federal Corporation              59,150
               4.500%, 05/01/05
   10,000,000  Nisshin Fire & Marine Insurance            79,794
          JPY  Company
               0.650%, 03/31/04
                                                         278,565

               TRANSPORTATION (5.7%)
       89,000  Airtours, Inc. plc                        165,762
          GBP  5.750%, 01/05/04
       65,000  BAA plc                                   135,097
          GBP  5.750%, 03/29/06
      200,000  Deutsche Lufthansa (b)                    135,238
          DEM  2.125%, 12/03/02
                                                         436,097

               UTILITIES (1.9%)
      150,000  AES Corporation                           145,500
               4.500%, 08/15/05
                                                      ----------
               TOTAL CONVERTIBLE BONDS                 3,492,398
               (Cost $3,124,698)
 NUMBER
OF SHARES                                                VALUE
- ----------------------------------------------------------------
CONVERTIBLE
PREFERRED
STOCKS
(13.1%)
               CAPITAL GOODS - TECHNOLOGY (5.0%)
        1,300  Mediaone Group, Inc.                      107,575
               6.250%
        3,000  Qualcomm Financial Trust, Inc.            271,125
               5.750%
                                                      ----------
                                                         378,700

               CONSUMER CYCLICALS (2.4%)
        1,500  Royal Caribbean Cruises Limited           183,563
               7.250% Series A
</TABLE>


               See accompanying Notes to Schedule of Investments.


                                       27
<PAGE>   140
CALAMOS GLOBAL GROWTH AND INCOME FUND - CONT.


SCHEDULE OF INVESTMENTS MARCH 31, 1999


<TABLE>
<CAPTION>
 NUMBER
OF SHARES                                                VALUE
- ----------------------------------------------------------------
<S>            <C>                                    <C>
               Consumer Staples (1.6%)
        1,750  Suiza Foods Corporation (b) 5.500%     $   60,594
        1,700  Suiza Foods Corporation 5.500%             58,862
                                                      ----------
                                                         119,456

               Credit Cyclicals (0.8%)
        1,400  Owens Corning MIPS 6.500%                  63,175

               Financial (3.3%)
        8,150  National Australia Bank 7.875%            255,197
                                                      ----------
               TOTAL CONVERTIBLE                       1,000,091
               PREFERRED STOCKS
               (Cost $735,592)

Common
Stocks
(26.3%)
               Capital Goods - Industrial (0.8%)
        2,000  Hitachi Koki Co Ltd (a)                    58,920

               Capital Goods - Technology (5.4%)
        2,100  Koninklijke (Philips Electronics)         173,119
               ADRs
        2,300  Telecom Italia SPA ADRs                   240,062
                                                      ----------
                                                         413,181

               Consumer Cyclicals (1.9%)
       40,000  Rank Group plc                            146,094
          GBP

               Consumer Growth Staples (5.5%)
        3,050  Fuji Photo Film ADRs                      113,994
        1,600  Gannett Company, Inc.                     100,800
      125,000  Village Roadshow Ltd.                     205,237
          AUD
                                                      ----------
                                                         420,031

               Consumer Staples (9.4%)
       18,000  Allied Domecq plc                         134,246
          GBP
        6,038  BAT Industries plc ADRs                   107,929
       50,000  Berisford plc                             178,380
          GBP
       16,814  Diageo plc                                189,864
          GBP
        5,800  IBP, Inc                                  108,025
                                                      ----------
                                                         718,444

               Financial (3.3%)
        1,270  MBIA, Inc.                             $   73,660
       26,000  Mitsui Marine and Fire Insurance          131,723
               Co.
          JPY
        8,000  Sumitomo Marine and Fire
          JPY  Insurance Co.                              51,203
                                                      ----------
                                                         256,586
                                                      ----------
               TOTAL COMMON STOCKS                     2,013,256
               (Cost $1,664,008)
NUMBER OF
 CONTRACTS                                               VALUE
- ----------------------------------------------------------------
Call Options
(0.1%)
               Consumer Staples (0.1%)
           20  General Mills Corporation (a)
               LEAPS Expiration 01/20/01,
               Strike 85                                  12,000
                                                      ----------
               TOTAL CALL OPTIONS
               (Cost $14,560)                             12,000

 NUMBER
OF SHARES                                                VALUE
- ----------------------------------------------------------------
Warrants
(0.4%)
               Consumer Growth Staples (0.4%)
        2,871  News Corporation Ltd.
               6/16/03                                    32,011
                                                      ----------
               TOTAL WARRANTS
               (Cost $19,523)                             32,011

PRINCIPAL
 AMOUNT                                                  VALUE
- ----------------------------------------------------------------
U.S.
Government
Securities
(6.9%)
$   1,125,000  United States National Strips
               Interest
               Coupon 0.000%, 11/15/18                   346,950

               United States Treasury Notes
      100,000  5.250%, 08/15/03                          100,153
       75,000  6.500%, 10/15/06                           79,892
                                                      ----------
               TOTAL U.S. GOVERNMENT
               SECURITIES
               (Cost $521,826)                           526,995

               OTHER INVESTMENTS (0.1%)                    5,412
                                                      ----------
               TOTAL OTHER INVESTMENTS
               (Cost $5,791)                               5,412
                                                      ----------
               TOTAL INVESTMENTS (92.5%)
               (Cost $6,085,998)                       7,082,163
</TABLE>


               See accompanying Notes to Schedule of Investments.


                                       28
<PAGE>   141
CALAMOS GLOBAL GROWTH AND INCOME FUND - CONT.


SCHEDULE OF INVESTMENTS MARCH 31, 1999


<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                VALUE
- ---------------------------------------------------------------
<S>                                                 <C>
U.S. DOLLAR CASH DEPOSITS WITH                      $   430,616
CUSTODIAN (INTEREST BEARING) (5.6%)
OTHER ASSETS, LESS LIABILITIES (1.9%)                   146,770
                                                    -----------
NET ASSETS (100%)                                   $ 7,659,549
                                                    ===========

NET ASSET VALUE PER SHARE - CLASS A                 $      6.61
                                                    -----------
(974,712 shares outstanding)
NET ASSET VALUE PER SHARE - CLASS C                 $      6.57
                                                    -----------
(111,017 shares outstanding)
NET ASSET VALUE PER SHARE - CLASS I
(72,922 shares outstanding)                         $      6.63
                                                    -----------
</TABLE>

Notes to Schedule of Investments

         (a)      Non-income producing security

         (b)      Rule 144A security - Private placement securities issued under
                  Rule 144A are exempt from the registration requirements of the
                  Securities Act of 1933. These securities generally are issued
                  to qualified institutional buyers, such as the Funds, and any
                  resale by the Funds must be an exempt transaction, normally to
                  other qualified institutional investors.

         (c)      LYON - Liquid Yield Option Note


               See accompanying Notes to Schedule of Investments.


                                       29
<PAGE>   142
STATEMENT  OF ASSETS AND LIABILITIES


MARCH 31, 1999


<TABLE>
<CAPTION>
                                                                                                                          GLOBAL
                                                                       GROWTH AND        STRATEGIC                      GROWTH AND
                                                      CONVERTIBLE        INCOME           INCOME          GROWTH          INCOME
                                                         FUND             FUND             FUND            FUND            FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>              <C>              <C>             <C>             <C>
ASSETS
Investments, at value (cost $113,518,280,
   $19,440,838, $1,897,849, $10,930,935
   and $6,085,998, respectively)                     $ 129,193,608       22,397,430        2,095,392      14,779,844       7,082,163
Cash with custodian (interest bearing)                   2,505,101          385,340        1,098,783         609,441         430,616
Net unrealized appreciation on forward
   foreign currency contracts                               90,384               --               --              --         105,872
Accrued interest and dividends receivable                  658,096          111,770           13,540           2,374          42,757
Receivable for investments sold                          1,433,725          354,417           20,192         824,373              --
Receivable for fund shares sold                            524,124          499,235              923          91,346          31,282
Due from adviser                                                --               --           10,808           7,079           8,123
                                                     -------------    -------------    -------------   -------------   -------------
     Total Assets                                    $ 134,405,038       23,748,192        3,239,638      16,314,457       7,700,813
                                                     -------------    -------------    -------------   -------------   -------------

LIABILITIES AND NET ASSETS
Common stocks sold short, at value
   (proceeds $910,976)                                          --               --        1,052,361              --              --
Payable for investments purchased                               --               --           63,000         603,990              --
Payable for fund shares redeemed                           511,922            4,000               --           5,500           1,000
Distributions payable                                      682,295           53,059            4,630              --              --
Payable to investment adviser                               92,831           16,339            2,530          14,883           8,470
Accounts payable and accrued liabilities                    36,800           32,280           27,050          31,134          28,299
Payable to distributor                                      57,774           10,323              915           6,115           3,495
                                                     -------------    -------------    -------------   -------------   -------------
     Total Liabilities                                   1,381,622          116,001        1,150,486         661,622          41,264
                                                     -------------    -------------    -------------   -------------   -------------
NET ASSETS                                           $ 133,023,416       23,632,191        2,089,152      15,652,835       7,659,549
                                                     -------------    -------------    -------------   -------------   -------------

ANALYSIS OF NET ASSETS
Excess of amounts received from issuance of
   shares over amounts paid on redemptions of
   shares on account of capital                      $ 116,923,991       20,632,356        1,993,569      11,273,764       6,512,210
Undistributed net investment income                        265,893          118,173              103              --          51,561
Accumulated net realized gain (loss) on investments        (43,240)         (74,930)          39,322         530,162          13,004
Net unrealized appreciation                             15,876,772        2,956,592           56,158       3,848,909       1,082,774
                                                     -------------    -------------    -------------   -------------   -------------
NET ASSETS                                           $ 133,023,416       23,632,191        2,089,152      15,652,835       7,659,549
                                                     -------------    -------------    -------------   -------------   -------------

CLASS A SHARES
Net Assets Applicable to Shares Outstanding          $  67,455,534       18,980,665        2,089,152      13,553,477       6,446,717
Shares Outstanding                                       3,934,969        1,041,524          178,253         576,425         974,712
Net Asset Value and Redemption Price Per Share       $       17.14            18.22            11.72           23.51            6.61
                                                     =============    =============    =============   =============   =============
Maximum Offering Price Per Share (Net asset value,
plus 4.99% of net asset value or 4.75% of offering
price)                                               $       17.99            19.13            12.30           24.68            6.94
                                                     =============    =============    =============   =============   =============

CLASS C SHARES
Net Assets Applicable to Shares Outstanding          $  30,843,334        2,675,941              N/A         307,617         729,096
Shares Outstanding                                       1,806,433          148,124              N/A          13,274         111,017
Net Asset Value and Redemption Price Per Share       $       17.07            18.07              N/A           23.18            6.57
                                                     =============    =============    =============   =============   =============

CLASS I SHARES
Net Assets Applicable to Shares Outstanding          $  34,724,548        1,975,585              N/A       1,791,741         483,736
Shares Outstanding                                       2,017,601          107,971              N/A          75,555          72,922
Net Asset Value and Redemption Price Per Share       $       17.21            18.30              N/A           23.71            6.63
                                                     =============    =============    =============   =============   =============
</TABLE>


                 See accompanying Notes to Financial Statements.


                                       30
<PAGE>   143
STATEMENT OF OPERATIONS


YEAR ENDED MARCH 31, 1999


<TABLE>
<CAPTION>
                                                                                                                      GLOBAL
                                                                       GROWTH AND     STRATEGIC                     GROWTH AND
                                                        CONVERTIBLE      INCOME         INCOME        GROWTH          INCOME
                                                           FUND           FUND           FUND          FUND            FUND
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>            <C>           <C>            <C>            <C>
INVESTMENT INCOME
Interest                                                $ 3,448,159        566,491        66,989         39,403        145,026
Dividends                                                 1,536,844        219,328        14,675         16,934         95,580
                                                        -----------    -----------   -----------    -----------    -----------
   Total investment income                                4,985,003        785,819        81,664         56,337        240,606
                                                        -----------    -----------   -----------    -----------    -----------

EXPENSES
Investment advisory fees                                    932,218        140,713        11,670        126,233         72,674
Distribution fees                                           571,790         94,053         7,780         55,942         37,486
Transfer agent fees                                          90,446         51,964        23,080         46,114         44,242
Fund accounting fees                                         17,675         10,807         6,375         10,000         13,516
Custodian fees                                               25,141          7,410         3,226          7,578         13,914
Trustees' fees                                                3,600          4,320         4,500          4,320          4,500
Registration fees                                            28,571         10,906        13,039         15,766         18,130
Audit and legal fees                                         25,082         27,202        28,782         28,782         26,582
Other                                                        13,959          3,193         1,375            870          1,127
                                                        -----------    -----------   -----------    -----------    -----------
   Total expenses                                         1,708,482        350,568        99,827        295,605        232,171
   Less expense reimbursement                                    --             --        66,727         50,313         85,674
                                                        -----------    -----------   -----------    -----------    -----------
   Net expenses                                           1,708,482        350,568        33,100        245,292        146,497
                                                        -----------    -----------   -----------    -----------    -----------
NET INVESTMENT INCOME (LOSS)                              3,276,521        435,251        48,564       (188,955)        94,109
                                                        -----------    -----------   -----------    -----------    -----------

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments, options and
   forward foreign currency contracts                     4,358,710        900,317       108,678        723,739        448,201
Change in net unrealized appreciation on investments,
   options and forward foreign currency contracts        (3,186,023)        91,274       (26,015)     1,667,569       (212,532)
                                                        -----------    -----------   -----------    -----------    -----------
NET GAIN ON INVESTMENTS                                   1,172,687        991,591        82,663      2,391,308        235,669
                                                        -----------    -----------   -----------    -----------    -----------
NET INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                            $ 4,449,208      1,426,842       131,227      2,202,353        329,778
                                                        ===========    ===========   ===========    ===========    ===========
</TABLE>


                 See accompanying Notes to Financial Statements.


                                       31
<PAGE>   144

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED MARCH 31, 1999 AND MARCH 31, 1998

<TABLE>
<CAPTION>

                                         CONVERTIBLE             GROWTH AND INCOME            STRATEGIC INCOME
                                            FUND                       FUND                        FUND
                                  ------------------------    -----------------------      ----------------------
                                     1999           1998         1999          1998           1999         1998
- --------------------------------- -----------   ----------    ----------    ---------      ---------     --------
<S>                              <C>           <C>           <C>           <C>            <C>          <C>
OPERATIONS
Net investment income (loss)      $3,276,521     2,453,064      435,251       249,642        48,564       46,803
Net realized gain (loss) on        4,358,710     2,560,225      900,317     1,385,182       108,678       60,889
investments, options and
forward foreign currency
contracts
Change in unrealized
appreciation or epreciation
on investments, options and       (3,186,023)   15,584,412       91,274     2,264,937       (26,015)      71,669
forward foreign currency
contracts
                                  -----------   ----------   ----------     ---------     ---------     --------
Increase in net assets
resulting from operations          4,449,208    20,597,701    1,426,842     3,899,761       131,227      179,361
                                  -----------   ----------   ----------     ---------     ---------     --------

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income             (3,115,139)   (3,152,727)    (432,108)     (307,892)      (48,568)     (51,603)
Net realized gains                (3,004,579)   (4,381,803)  (1,230,405)   (1,406,829)     (115,218)      (4,304)
Return of capital                          -      (521,015)           -             -             -            -
                                  -----------   ----------   ----------     ---------     ---------     --------
Total distributions               (6,119,718)   (8,055,545)  (1,662,513)   (1,714,721)     (163,786)     (55,907)
                                  -----------   ----------   ----------     ---------     ---------     --------
INCREASE (DECREASE) IN NET
ASSETS FROM CAPITAL SHARE
TRANSACTIONS                       22,227,638   60,879,505    7,532,355     5,411,891       998,473     (317,195)
                                  -----------   ----------   ----------     ---------     ---------     --------
TOTAL INCREASE (DECREASE) IN
NET ASSETS                         20,557,128   73,421,661    7,296,684     7,596,931       965,914     (193,741)

NET ASSETS
Beginning of year                 112,466,288   39,044,627   16,335,507     8,738,576     1,123,238    1,316,979
                                  -----------   ----------   ----------     ---------     ---------    ---------
End of year                      $133,023,416  112,466,288   23,632,191    16,335,507     2,089,152    1,123,238
                                  -----------   ----------   ----------     ---------     ---------    ---------
Undistributed Net Investment     $    265,893            -      118,173             -           103            -
Income
</TABLE>

<TABLE>
<CAPTION>
                                              GLOBAL                     GROWTH
                                              GROWTH                   AND INCOME
                                               FUND                       FUND
                                      -----------------------     ----------------------
                                         1999          1998         1999          1998
- ---------------------------------     ---------     ---------     --------     ---------
<S>                                 <C>            <C>           <C>          <C>
OPERATIONS
Net investment income (loss)           (188,955)     (132,047)      94,109       68,142
Net realized gain (loss) on             723,739     2,128,477      448,201       (9,692)
investments, options and
forward foreign currency
contracts
Change in unrealized
appreciation or epreciation
on investments, options and           1,667,569     1,782,223     (212,532)   1,241,159
forward foreign currency
contracts
                                      ---------     ---------     --------    ---------
Increase in net assets
resulting from operations             2,202,353     3,778,653      329,778    1,299,609
                                      ---------     ---------     --------    ---------

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income                        -              -     (147,631)    (241,372)
Net realized gains                           -     (2,332,954)    (149,906)    (111,771)
Return of capital                            -        (80,888)           -            -
                                     ---------      ---------     --------    ---------
Total distributions                          -     (2,413,842)    (297,537)    (353,143)
                                     ---------      ---------     --------    ---------
INCREASE (DECREASE) IN NET
ASSETS FROM CAPITAL SHARE
TRANSACTIONS                         1,527,126      3,914,714      819,774    2,545,247
                                     ---------      ---------     --------    ---------
TOTAL INCREASE (DECREASE) IN
NET ASSETS                           3,729,479      5,279,525      852,015    3,491,713

NET ASSETS
Beginning of year                   11,923,356      6,643,831    6,807,534    3,315,821
                                    ----------      ---------    ---------    ---------
End of year                         15,652,835     11,923,356    7,659,549    6,807,534
                                    ----------     ----------    ---------    ---------
Undistributed Net Investment                 -              -       51,561       68,156
Income
</TABLE>


                 See accompanying Notes to Financial Statements.


                                       32
<PAGE>   145

NOTES TO FINANCIAL STATEMENTS


NOTE 1 -- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization - CALAMOS INVESTMENT TRUST, a Massachusetts business trust
organized December 21, 1987 (the "Trust"), consists of five series, CALAMOS
Convertible Fund, Calamos Growth and Income Fund, CALAMOS Strategic Income Fund,
CALAMOS Growth Fund, and CALAMOS Global Growth and Income Fund. The Trust
currently offers Class A, Class C and Class I shares of each of the five series
of the Trust.

Portfolio Valuation - Investments are stated at value. Securities for which
quotations are readily available are valued at the last available sales price on
the exchange or market on which they are principally traded, or lacking any
sales, at the mean of the most recently quoted bid and asked prices. Securities
and other assets for which market quotations are not readily available are
valued at fair value as determined in good faith by or under the direction of
the Trust's Board of Trustees. Forward currency contracts are valued using
forward currency exchange rates available from a quotation service.

Investment Transactions and Investment Income - Investment transactions are
recorded on a trade date basis. Realized gains and losses from investment
transactions are reported on an identified cost basis. Interest income is
recognized using the accrual method and includes amortization of original issue
discount and market discount. Dividend income is recognized on the ex-dividend
date, except that certain dividends from foreign securities are recorded as soon
as the information becomes available.

Foreign Currency Translation - Values of investments denominated in foreign
currencies are converted into U.S. dollars using the spot market rate of
exchange at the time of valuation. Purchases and sales of investments and
dividend and interest income are translated into U.S. dollars using the spot
market rate of exchange prevailing on the respective dates of such transactions.
Realized foreign exchange losses of $172,527 and unrealized foreign exchange
losses of $22,406 incurred by the Convertible Fund, and realized foreign
exchange losses of $65,501 and unrealized foreign exchange losses of $5,871
incurred by the Global Growth and Income Fund are included as a component of net
realized gains (losses) on investments, options and forward foreign currency
contracts and change in net unrealized appreciation and depreciation on
investments, options and forward foreign currency contracts, respectively.

Federal Income Taxes - No provision has been made for Federal income taxes since
each Fund elected to be taxed as a "regulated investment company" and has made
such distributions to shareholders as to be relieved of all Federal income
taxes.

Dividends - Dividends payable to shareholders are recorded by the Funds on the
ex-dividend date. Income and capital gain dividends are determined in accordance
with income tax regulations, which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions.

Allocation of Expenses between Classes - Expenses arising in connection with a
specific class of shares are allocated directly. All other expenses are
allocated pro rata based on relative net assets.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results may differ from those estimates.

NOTE 2 -- INVESTMENT ADVISER AND TRANSACTIONS WITH AFFILIATES

Pursuant to an investment advisory agreement with CALAMOS ASSET MANAGEMENT, INC.
("CAM"), each Fund pays a monthly investment advisory fee based on the average
daily net assets of each Fund, computed as follows: The Convertible Fund, Growth
and Income Fund, and Strategic Income Fund fees are at the annual rate of 0.75%
of the first $150 million of the Fund's average daily net assets and 0.50% of
the Fund's average daily net assets in excess of $150 million. The Growth Fund
fees are at the annual rate of 1.00% of the first $150 million of average daily
net assets and 0.75% of the Fund's average daily net assets in excess of $150
million. The Global Growth and Income Fund fees are at the annual rate of 1.00%
of the Fund's average daily net assets.

CAM has voluntarily undertaken to limit normal operating expenses of each Fund
to 2% of average daily net assets for Class A shares, 2.5% of average daily net
assets for Class C shares, and 1.5% of average daily net assets for Class I
shares through August 31, 2000. For the year ended March 31, 1999, CAM waived or
absorbed expenses of $66,727 for the Strategic Income Fund, $50,313 for the
Growth Fund, and $85,674 for the Global Growth and Income Fund.


                                       33
<PAGE>   146

NOTES TO FINANCIAL STATEMENTS - CONTINUED

As Distributor, CALAMOS FINANCIAL SERVICES, INC. ("CFS") assumed all expenses of
personnel, office space, office facilities and equipment incidental to such
service. Each Fund has adopted a Distribution Plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 whereby the Fund pays to CFS an annual
service fee of 0.25% and an annual distribution fee of 0.25% of the average
daily net assets of the Fund's Class A shares and an annual service fee of 0.25%
and an annual distribution fee of 0.75% of the average daily net assets of the
Fund's Class C shares.

CFS also receives a sales commission on certain sales of each Fund's Class A
shares. During the year ended March 31, 1999, CFS received commissions of
$50,628, $12,310, $776, $492, and $188 from the sale of shares of Convertible
Fund, Growth and Income Fund, Strategic Income Fund, Growth Fund and Global
Growth and Income Fund, respectively.

Certain portfolio transactions for the Funds have been executed through CFS as
broker, consistent with the Fund's policy of obtaining best price and execution.
During the year ended March 31,1999, the Convertible Fund, Growth and Income
Fund, Strategic Income Fund, Growth Fund and Global Growth and Income Fund paid
brokerage commissions to CFS on purchases and sales of portfolio securities in
the amount of $37,659, $9,124, $1,376, $26,776 and $4,160, respectively.

Certain officers and trustees of the Trust are also officers and directors of
CFS and CAM. All officers and affiliated trustees serve without direct
compensation from the Trust.

NOTE 3 -- INVESTMENTS

Purchases and sales of investments other than short-term obligations by the
Funds for the year ended March 31, 1999, were as follows:

<TABLE>
<CAPTION>
                                                               GROWTH             STRATEGIC                         GLOBAL GROWTH
                                        CONVERTIBLE          AND INCOME            INCOME             GROWTH          AND INCOME
                                            FUND                FUND                FUND               FUND              FUND
- -------------------------------       ---------------   -------------------   ---------------     -------------    ---------------
<S>                                   <C>                  <C>                 <C>                <C>               <C>
Purchases                              $109,276,562         $20,954,708          $3,504,197        $22,809,446       $ 7,332,570
Proceeds from sales                      92,199,879          15,504,644           2,671,003         21,584,933         7,206,699
</TABLE>

The following information is based on the cost basis of investments for Federal
income tax purposes at March 31, 1999:

<TABLE>
<CAPTION>
                                                                    GROWTH          STRATEGIC                        GLOBAL GROWTH
                                              CONVERTIBLE         AND INCOME          INCOME           GROWTH          AND INCOME
                                                  FUND               FUND              FUND             FUND              FUND
- ----------------------------------           -------------      ------------       ------------      ----------       ------------
<S>                                           <C>                <C>                <C>              <C>               <C>
Cost basis of investments                     $113,518,280       $19,440,838        $1,897,849       $10,930,935       $6,085,998
Gross unrealized appreciation                   20,066,251         3,825,368           269,205         4,129,179        1,210,890
Gross unrealized depreciation                   (4,390,923)         (868,776)          (71,662)         (280,270)        (214,726)
Net unrealized appreciation                     15,675,328         2,956,592           197,543         3,848,909          996,164
</TABLE>

NOTE 4 -- SHORT SALES

Securities sold short represent obligations to purchase the securities at a
future date at then prevailing prices. These transactions result in
off-balance-sheet risk, i.e., the risk that the ultimate obligation may exceed
the amount shown in the accompanying statement of assets and liabilities. To the
extent a Fund owns equivalent securities, the off-balance-sheet risk is offset.
During the year ended March 31, 1999, the Strategic Income Fund incurred net
gains of $3,004 on short sales that were classified as net realized gains on
investments. No other Fund engaged in short sales during the year ended March
31, 1999.

NOTE 5 -- FORWARD FOREIGN CURRENCY CONTRACTS

Each Fund may engage in portfolio hedging with respect to changes in currency
exchange rates by entering into foreign currency contracts to purchase or sell
currencies. A forward foreign currency contract is a commitment to purchase or
sell a foreign currency at a future date at a negotiated forward rate. Risks
associated with such contracts include movement in the value of the foreign
currency relative to the U.S. dollar and the ability of the counterparty to
perform. The net unrealized gain, if any, represents the credit risk to the Fund
on a forward foreign currency contract. The contracts are valued daily at
forward exchange rates and an unrealized gain or loss is recorded. The Fund
realizes a gain or loss upon settlement of the contracts. The statement of
operations reflects net unrealized gains and losses on these contracts. The
counterparty to all forward foreign currency contracts at March 31, 1999, was a
multinational bank.


                                       34
<PAGE>   147

NOTES TO FINANCIAL STATEMENTS - CONTINUED


As of March 31, 1999, the Convertible Fund had the following open forward
foreign currency contracts:

<TABLE>
<CAPTION>
                                               SETTLEMENT                                                          UNREALIZED
                                                  DATE               LOCAL CURRENCY        CURRENT VALUE          GAIN (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                   <C>                   <C>                    <C>
Japanese Yen                                    04/15/99              210,000,000            $1,777,112             $90,384
</TABLE>

As of March 31, 1999, the Global Growth and Income Fund had the following open
forward foreign currency contracts:

<TABLE>
<CAPTION>
                                                   SETTLEMENT                                                      UNREALIZED
                                                      DATE            LOCAL CURRENCY        CURRENT VALUE          GAIN (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                <C>                 <C>                   <C>
Swiss Francs                                        04/15/99                525,000           $ 355,245             $ 36,166
Euros                                               04/15/99                325,000             350,565               31,050
Japanese Yen                                        04/15/99             45,000,000             380,810               19,617
British Pounds Sterling                             04/15/99                650,000           1,049,137               19,288
Hong Kong Dollars                                   04/15/99              1,000,000             129,086                 (249)
                                                                                                                    --------
                                                                                                                    $105,872
                                                                                                                    ========
</TABLE>

NOTE 6 -- INTEREST BEARING CASH DEPOSIT WITH CUSTODIAN

Each Fund earns interest on its average daily balance deposited with its
custodian at a rate equal to the current Federal Reserve federal funds rate.
During the year ended March 31, 1999, the Convertible Fund, Growth and Income
Fund, Strategic Income Fund, Growth Fund and Global Growth and Income Fund
earned $228,241, $46,912, $24,007, $39,403 and $16,576, respectively.

NOTE 7 -- CAPITAL SHARE TRANSACTIONS
The following table summarizes the activity in capital shares of the Funds:

<TABLE>
<CAPTION>
                                                      CONVERTIBLE                GROWTH AND INCOME              STRATEGIC
YEAR ENDED MARCH 31, 1999                                 FUND                          FUND                       FUND
- -----------------------------------------------------------------------------------------------------------------------------------
A SHARES                                          SHARES         DOLLARS         SHARES       DOLLARS        SHARES       DOLLARS
                                                  ------         -------         ------       -------        ------       -------
<S>                                             <C>           <C>               <C>        <C>               <C>       <C>
Shares sold                                     1,251,894     $21,115,430       421,294    $7,535,966        106,703   $1,269,722
Shares issued in reinvestment of                  117,572       1,924,088        64,677     1,126,161         12,957      149,582
distributions
Less shares redeemed                             (999,737)    (16,673,704)     (149,988)   (2,625,432)      (35,744)     (420,831)
                                                ---------     -----------       -------    ----------        -------   ----------
Increase (Decrease)                               369,729      $ 6,365,814      335,983    $6,036,695         83,916    $ 998,473
                                                =========     ===========       =======    ==========        =======   ==========
</TABLE>

<TABLE>
<CAPTION>
C SHARES                                         SHARES         DOLLARS         SHARES       DOLLARS        SHARES       DOLLARS
                                                 ------         -------         ------       -------        ------       -------
<S>                                             <C>           <C>                <C>       <C>               <C>         <C>
Shares sold                                     1,266,994     $21,222,195        98,923    $1,777,306             -             -
Shares issued in reinvestment of                   12,808         209,318         2,224        38,338             -             -
distributions
Less shares redeemed                             (299,718)     (5,033,144)      (27,639)     (480,801)            -             -
                                                ---------     -----------       -------    ----------        -------   ----------
Increase (Decrease)                               980,084     $16,398,369        73,508    $1,334,843             -             -
                                                =========     ===========       =======    ==========        =======   ==========
</TABLE>

<TABLE>
<CAPTION>
I SHARES                                          SHARES         DOLLARS         SHARES       DOLLARS        SHARES       DOLLARS
                                                  ------         -------         ------       -------        ------       -------

<S>                                               <C>        <C>                <C>        <C>              <C>           <C>
Shares sold                                       358,145    $  6,091,643             -     $       -             -             -
Shares issued in reinvestment of                    5,072          83,302         9,210       160,817             -             -
distributions
Less shares redeemed                             (403,644)     (6,711,490)            -             -             -             -
                                                ---------     -----------       -------    ----------        -------   ----------
Increase (Decrease)                               (40,427)   $   (536,545)        9,210     $ 160,817             -             -
                                                =========     ===========       =======    ==========        =======   ==========
</TABLE>


                                       35
<PAGE>   148

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
                                                               GROWTH                      GLOBAL GROWTH AND
YEAR ENDED MARCH 31, 1999                                       FUND                          INCOME FUND
- ------------------------------------------------------------------------------------------------------------------
A SHARES                                              SHARES           DOLLARS           SHARES         DOLLARS
                                                      ------           -------           ------         -------
<S>                                                   <C>            <C>                <C>           <C>
Shares sold                                           120,475        $2,391,213          191,523      $1,251,757
Shares issued in reinvestment of distributions              -                 -           38,747         240,982
Less shares redeemed                                  (61,207)       (1,118,636)        (120,730)       (745,913)
                                                       ------        ----------          -------      ----------
Increase (Decrease)                                    59,268        $1,272,577          109,540      $  746,826
                                                       ======        ==========          =======      ==========
</TABLE>

<TABLE>
<CAPTION>
C SHARES                                               SHARES           DOLLARS           SHARES         DOLLARS
                                                       ------           -------           ------         -------
<S>                                                    <C>          <C>                  <C>        <C>
Shares sold                                            13,372       $   291,295           18,675    $    122,276
Shares issued in reinvestment of distributions              -                 -            2,261          13,933
Less shares redeemed                                    (2,181)         (46,746)         (12,715)        (82,580)
                                                       ------       -----------            -----    ------------
Increase (Decrease)                                    11,191       $   244,549            8,221    $     53,629
                                                       ======       ===========            =====    ============
</TABLE>

<TABLE>
<CAPTION>
I SHARES                                                SHARES           DOLLARS           SHARES         DOLLARS
                                                        ------           -------           ------         -------
<S>                                                       <C>      <C>                     <C>      <C>
Shares sold                                               586      $     10,000                -    $          -
Shares issued in reinvestment of distributions              -                 -            3,112          19,319
Less shares redeemed                                        -                 -                -               -
                                                          ---      ------------            -----    ------------
Increase (Decrease)                                       586      $     10,000            3,112    $     19,319
                                                          ===      ============            =====    ============
</TABLE>

<TABLE>
<CAPTION>
                                                   CONVERTIBLE                GROWTH AND INCOME                 STRATEGIC
YEAR ENDED MARCH 31, 1999                              FUND                          FUND                         FUND
- -----------------------------------------------------------------------------------------------------------------------------------
A SHARES                                        SHARES        DOLLARS         SHARES        DOLLARS        SHARES        DOLLARS
                                                ------        -------         ------        -------        ------        -------
<S>                                           <C>          <C>                <C>        <C>               <C>       <C>
Shares sold                                   1,445,635    $23,333,724        228,052    $ 3,929,276         5,545   $     63,776

Shares issued in reinvestment of                192,955      3,089,396         73,664      1,227,016         4,357         51,194
distributions
Less shares redeemed                           (522,203)    (8,492,181)      (137,781)    (2,424,767)      (37,430)      (432,165)
                                              ---------    -----------        -------     ----------       -------      ---------
Increase (Decrease)                           1,116,387    $17,930,939        163,935     $2,731,525       (27,528)     $(317,195)
                                              =========    ===========        =======     ==========       =======      =========
</TABLE>

<TABLE>
<CAPTION>
C SHARES                                         SHARES        DOLLARS         SHARES        DOLLARS        SHARES        DOLLARS
                                                 ------        -------         ------        -------        ------        -------
<S>                                             <C>        <C>                 <C>      <C>                 <C>           <C>
Shares sold                                     685,295    $11,111,119         54,305       $927,804             -              -
Shares issued in reinvestment of                  3,754         60,070          2,337         38,655             -              -
distributions
Less shares redeemed                            (74,212)    (1,203,254)        (3,334)       (58,117)            -              -
                                                -------   ------------         ------   ------------        ------         ------
Increase (Decrease)                             614,837   $  9,967,935         53,308   $    908,342             -              -
                                                =======   ============         ======   ============        ======         ======
</TABLE>

<TABLE>
<CAPTION>
I SHARES                                         SHARES        DOLLARS         SHARES        DOLLARS        SHARES        DOLLARS
                                                 ------        -------         ------        -------        ------        -------
<S>                                           <C>          <C>                 <C>        <C>               <C>           <C>
Shares sold                                   2,238,514    $35,901,127         97,436         97,436             -              -
Shares issued in reinvestment of                  4,474         72,664          1,325         24,013             -              -
distributions
Less shares redeemed                           (184,960)    (2,993,160)              -              -            -              -
                                              ---------    -----------         ------     ----------         -----           ----
Increase (Decrease)                           2,058,028    $32,980,631         98,761     $1,772,024             -              -
                                              =========    ===========         ======     ==========         =====           =====
</TABLE>

<TABLE>
<CAPTION>
                                                             GROWTH                      GLOBAL GROWTH AND
YEAR ENDED MARCH 31, 1998                                     FUND                          INCOME FUND
- ------------------------------------------------------------------------------------------------------------------
A SHARES                                                SHARES           DOLLARS          SHARES         DOLLARS
                                                        ------           -------          ------         -------
<S>                                                    <C>            <C>                <C>          <C>
Shares sold                                            145,539        $2,904,539         372,871      $2,251,209
Shares issued in reinvestment of distributions         104,981         1,902,962          48,371         291,762
Less shares redeemed                                  (122,815)       (2,727,723)        (99,103)       (604,205)
Increase (Decrease)                                    127,705        $2,079,778         322,139      $1,938,766
</TABLE>

<TABLE>
<CAPTION>
C SHARES                                                 SHARES           DOLLARS          SHARES         DOLLARS
                                                         ------           -------          ------         -------
<S>                                                      <C>        <C>                   <C>        <C>
Shares sold                                              1,593      $     33,041          31,196     $   184,349
Shares issued in reinvestment of distributions               -                 -           2,557          15,254
Less shares redeemed                                        (2)              (37)         (3,523)        (21,382)
Increase (Decrease)                                      1,591      $     33,004          30,230     $   178,221
</TABLE>

<TABLE>
<CAPTION>
I SHARES                                                SHARES           DOLLARS          SHARES         DOLLARS
                                                        ------           -------          ------         -------
<S>                                                     <C>           <C>                 <C>        <C>
Shares sold                                             74,969        $1,801,932          68,516     $   420,004
Shares issued in reinvestment of distributions               -                 -           1,294           8,256
Less shares redeemed                                         -                 -               -               -
Increase (Decrease)                                     74,969        $1,801,932          69,810     $   428,260
                                                        ------        ----------          ------     -----------
</TABLE>


                                       36
<PAGE>   149

NOTES TO FINANCIAL STATEMENTS - CONTINUED


<TABLE>
<CAPTION>
ABBREVIATIONS
<S>           <C>                               <C>         <C>                      <C>          <C>
ADRs:         American Depository Receipts      Cum.:       Cumulative               Exch.:       Exchangeable
ADSs:         American Depository Shares        Deb.:       Debenture                Noncum.      Noncumulative
Conv.:        Convertible                       Dep.:       Depository                Pref.:      Preferred
                                                Euro.:      Eurobond                 Sub.:        Subordinated
</TABLE>

<TABLE>
<CAPTION>
FOREIGN CURRENCY ABBREVIATIONS
<S>           <C>                               <C>         <C>                      <C>          <C>
GBP:          British Pound Sterling            CAD:        Canadian Dollar          JPY:         Japanese Yen
FRF:          French Franc                      CHF:        Swiss Franc              DEM:         German Mark
</TABLE>


                                       37
<PAGE>   150

FINANCIAL HIGHLIGHTS
                CALAMOS CONVERTIBLE FUND


Selected data for a share outstanding throughout each period were as follows:

<TABLE>
<CAPTION>
                                                                                 Class A
                                                --------------------------------------------------------------------------
                                                                                                                Eleven
                                                                                                                Months
                                                                                                                Ended
                                                         Year Ended March 31                                   March 31,
                                                --------------------------------------------------------------------------
                                                      1999           1998           1997           1996           1995
                                                      ----           ----           ----           ----           ----
<S>                                             <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period            $    17.43     $    14.68     $    14.49     $    12.41     $    13.04
Income from investment operations
   Net investment income                               .41            .49            .36            .40            .38
   Net realized and unrealized
     gain (loss) on investments                         09           3.92           1.39           3.06           (.01)
                                                ----------     ----------     ----------     ----------     ----------
     Total from investment operations                   50           4.41           1.75           3.46            .37
                                                ----------     ----------     ----------     ----------     ----------
Less distributions:
   Dividends from net investment income               (.41)          (.61)          (.45)          (.31)          (.32)
   Dividends from  net realized
     capital gains                                    (.38)          (.95)         (1.11)         (1.07)          (.56)
   Dividends in excess of net
     realized capital gains                           --             --             --             (.12)          --
   Distributions from paid in capital                 (.10)          --             --             --             --
                                                ----------     ----------     ----------     ----------     ----------
     Total distributions                              (.79)         (1.66)         (1.56)         (1.38)         (1.00)
                                                ----------     ----------     ----------     ----------     ----------
Net asset value, end of period                  $    17.14     $    17.43     $    14.68     $    14.49     $    12.41
                                                ==========     ==========     ==========     ==========     ==========
Total return (a)                                       3.2%          31.4%          12.9%          28.8%           3.2%
Ratios and supplemental data:
   Net assets, end of period (000)              $   67,456     $   62,157     $   35,950     $   24,460     $   16,646
   Ratio of expenses to average
     net assets                                        1.4%           1.4%           1.5%           1.5%           1.6%*
   Ratio of net investment income
     to average net assets                             2.6%           3.3%           2.8%           3.0%           3.3%*
                                                ----------     ----------     ----------     ----------     ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                 Class A
                                                -----------------------------------------------------------------------



                                                                              Year Ended April 30,
                                                -----------------------------------------------------------------------
                                                       1994           1993           1992           1991           1990
                                                       ----           ----           ----           ----           ----
<S>                                              <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period             $    13.96     $    12.72     $    11.39     $    10.29     $    10.73
Income from investment operations
   Net investment income                                .40            .42            .41            .49            .60
   Net realized and unrealized
     gain (loss) on investments                          53           1.32           1.43           1.25           (.32)
                                                 ----------     ----------     ----------     ----------     ----------
     Total from investment operations                   .93           1.74           1.84           1.74            .28
                                                 ----------     ----------     ----------     ----------     ----------
Less distributions:
   Dividends from net investment income                (.39)          (.40)          (.45)          (.52)          (.63)
   Dividends from  net realized
     capital gains                                    (1.46)          (.10)          --             --             --
   Dividends in excess of net
     realized capital gains                            --             --             --             --             --
   Distributions from paid in capital                  --             --             (.06)          (.12)          (.09)
                                                 ----------     ----------     ----------     ----------     ----------
     Total distributions                              (1.85)          (.50)          (.51)          (.64)          (.72)
                                                 ----------     ----------     ----------     ----------     ----------
Net asset value, end of period                   $    13.04     $    13.96     $    12.72     $    11.39     $    10.29
                                                 ==========     ==========     ==========     ==========     ==========
Total return (a)                                        6.5%          14.0%          16.5%          17.7%           2.4%
Ratios and supplemental data:
   Net assets, end of period (000)               $   17,023     $   17,213     $   16,940     $   13,953     $   18,664
   Ratio of expenses to average
     net assets                                         1.6%           1.7%           1.2%           1.2%           1.1%
   Ratio of net investment income
     to average net assets                              2.8%           3.2%           3.4%           4.3%           5.5%
                                                 ----------     ----------     ----------     ----------     ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                CLASS C                                CLASS I
                                                -----------------------------------------   -----------------------------
                                                     YEAR        YEAR            JULY 5,          YEAR       JUNE 25, 1997
                                                     ENDED       ENDED           THROUGH          ENDED         THROUGH
                                                   MARCH 31,    MARCH 31,       MARCH 31,        MARCH 31,      MARCH 31,
                                                   ---------    ---------       ---------        ---------      ---------
                                                      1999           1998            1997           1999            1998
                                                      ----           ----            ----           ----            ----
<S>                                             <C>            <C>             <C>            <C>             <C>
Net asset value, beginning of period            $    17.38     $    14.63      $    13.87     $    17.47      $    15.88
Income from investment operations
   Net investment income                               .31            .40             .30            .50             .37
                                                ----------     ----------      ----------     ----------      ----------
   Net realized and unrealized gain (loss) on
      investments                                       11           3.92            1.21            .09            2.49
                                                ----------     ----------      ----------     ----------      ----------
      Total from investment operations                 .42           4.32            1.51            .59            2.86
Less distributions:
   Dividends from net investment income               (.35)          (.52)           (.25)          (.47)           (.54)

   Dividends from net realized capital gains          (.38)          (.95)           (.50)          (.38)           (.63)

   Distributions from paid in capital                 --             (.10)           --             --              (.10)
                                                ----------     ----------      ----------     ----------      ----------
      Total distributions                             (.73)         (1.57)           (.75)          (.85)          (1.27)
                                                ----------     ----------      ----------     ----------      ----------
Net asset value, end of period                  $    17.07     $    17.38      $    14.63     $    17.21      $    17.47
                                                ==========     ==========      ==========     ==========      ==========
Total return (a)                                       2.7%          30.8%           11.1%           3.7%           18.8%

Ratios and supplemental data:
   Net assets, end of period (000)              $   30,843     $   14,358      $    3,094     $   34,725      $   35,951
   Ratio of expenses to average net assets             1.9%           2.0%            2.0%*          0.9%            0.9%*
   Ratio of net investment income to average
     net assets                                        2.1%           3.0%            2.7%*          3.1%            2.9%*
                                                ----------     ----------      ----------     ----------      ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                          ELEVEN
                                                                          MONTHS
                                                                          ENDED
                                         YEAR ENDED MARCH 31             MARCH 31,                 YEAR ENDED APRIL 30,
                                 ------------------------------------- ------------- -----------------------------------------------
                                  1999     1998      1997       1996       1995       1994      1993       1992      1991      1990
<S>                              <C>      <C>       <C>       <C>        <C>        <C>        <C>       <C>        <C>       <C>
Portfolio turnover rate             78.2%    76.0%     52.3%     65.2%      42.1%      73.1%     73.1%      83.8%    63.2%    93.4%
Average commission rate per
  share                          $ .0676  $ .0786   $ .0610   $ .0633    $ .0936    $ .0952    $.1000    $ .0966      N/A      N/A
                                 -------- -------- ---------- --------- ----------- ---------- ------- --------- -------- ----------
</TABLE>

(a)  Total return is not annualized for periods that are less than a full year
     and does not reflect the effect of sales charges.
* Annualized.


                 See accompanying Notes to Financial Statements.


                                       38
<PAGE>   151

FINANCIAL HIGHLIGHTS
                CALAMOS GROWTH AND INCOME FUND


Selected data for a share outstanding throughout each period were as follows:

<TABLE>
<CAPTION>
                                                                       CLASS A
                                        ----------------------------------------------------------------------
                                                                                                    ELEVEN
                                                                                                    MONTHS
                                                                                                     ENDED
                                                           YEAR ENDED MARCH 31,                     MARCH 31,
                                        ----------------------------------------------------------------------
                                             1999           1998           1997          1996          1995
                                             ----           ----           ----          ----          ----
<S>                                    <C>            <C>            <C>           <C>           <C>
Net asset value, beginning of period   $    18.59     $    15.52     $    15.62    $    12.68    $    12.97
Income from investment operations:
Net investment income                         .39            .34            .34           .37           .35
Net realized and unrealized
gain (loss) on investments                    .79           5.14           1.52          3.70          (.02)
                                       ----------     ----------     ----------    ----------    ----------
Total from investment
operations                                   1.18           5.48           1.86          4.07           .33
                                       ----------     ----------     ----------    ----------    ----------
Less distributions:
Dividends from net
investment income                            (.39)          (.41)          (.28)         (.42)         (.32)
Dividends from net realized
capital gains                               (1.16)         (2.00)         (1.68)         (.71)         (.30)
                                       ----------     ----------     ----------    ----------    ----------
Total distributions                         (1.55)         (2.41)         (1.96)        (1.13)         (.62)
                                       ----------     ----------     ----------    ----------    ----------
Net asset value, end of period         $    18.22     $    18.59     $    15.52    $    15.62    $    12.68
                                       ==========     ==========     ==========    ==========    ==========
Total return (b)                              6.9%          37.8%          12.9%         33.0%          2.8%
Ratios and supplemental data:
Net assets, end of period (000)        $   18,981     $   13,119     $    8,408    $    5,813    $    3,853
Ratio of expenses to
average net assets (a)                        2.0%           2.0%           2.0%          2.0%          2.0%*
Ratio of net investment income
to average net assets (a)                     2.3%           2.0%           2.4%          2.6%          3.0%*
                                       ----------     ----------     ----------    ----------    ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                     CLASS A
                                        ---------------------------------------------------------------------
                                                                  YEAR ENDED APRIL 30,
                                      ---------------------------------------------------------------------
                                             1994          1993          1992          1991          1990
                                             ----          ----          ----          ----          ----
<S>                                    <C>           <C>           <C>           <C>           <C>
Net asset value, beginning of period   $    13.90    $    13.57    $    11.54    $    10.46    $    10.49
Income from investment operations:
Net investment income                         .31           .35           .29           .31           .33
Net realized and unrealized
gain (loss) on investments                    .34          1.97          2.02          1.09           .09
                                       ----------    ----------    ----------    ----------    ----------
Total from investment
operations                                    .65          2.32          2.31          1.40           .42
                                       ----------    ----------    ----------    ----------    ----------
Less distributions:
Dividends from net
investment income                            (.29)         (.36)         (.28)         (.32)         (.28)
Dividends from net realized
capital gains                               (1.29)        (1.63)         --            --            (.17)
                                       ----------    ----------    ----------    ----------    ----------
Total distributions                         (1.58)        (1.99)         (.28)         (.32)         (.45)
                                       ----------    ----------    ----------    ----------    ----------
Net asset value, end of period         $    12.97    $    13.90    $    13.57    $    11.54    $    10.46
                                       ==========    ==========    ==========    ==========    ==========
Total return (b)                              4.5%         18.8%         20.2%         13.4%          3.8%
Ratios and supplemental data:
Net assets, end of period (000)        $    4,663    $    3,655    $    2,694    $    1,821    $    1,345
Ratio of expenses to
average net assets (a)                        2.0%          2.0%          2.0%          2.0%          2.0%
Ratio of net investment income
to average net assets (a)                     2.3%          2.6%          2.3%          2.9%          3.0%
                                       ----------    ----------    ----------    ----------    ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                 CLASS C                          CLASS I
                                                ----------------------------------------   --------------------------
                                                      YEAR         YEAR        AUGUST 5,       YEAR     SEPTEMBER 18,
                                                      ENDED        ENDED         1996          ENDED          1997
                                                    MARCH 31,    MARCH 31,      THROUGH       MARCH 31,     THROUGH
                                                                                MARCH 31,                   MARCH 31,
                                                ---------------------------------------------------------------------
                                                      1999          1998          1997          1999          1998
                                                      ----          ----          ----          ----          ----
<S>                                              <C>           <C>           <C>           <C>           <C>
Net asset value, beginning of period             $   18.48     $   15.50     $   14.52     $   18.61     $   17.96
Income from investment operations:
   Net investment income                               .28           .26           .26           .54           .22
   Net realized and unrealized gain
    (loss) on investments                              .82          5.11          1.30           .75          2.14
                                                 ---------     ---------     ---------     ---------     ---------
     Total from investment operations                 1.10          5.37          1.56          1.29          2.36
                                                 ---------     ---------     ---------     ---------     ---------
Less distributions:
Dividends from net investment income                  (.34)         (.39)         (.25)         (.43)         (.38)
Dividends from net realized capital gains            (1.17)        (2.00)         (.33)        (1.17)        (1.33)
                                                 ---------     ---------     ---------     ---------     ---------
Total distributions                                  (1.51)        (2.39)         (.58)        (1.60)        (1.71)
                                                 ---------     ---------     ---------     ---------     ---------
Net asset value, end of period                   $   18.07     $   18.48     $   15.50     $   18.30     $   18.61
                                                 =========     =========     =========     =========     =========
Total return (b)                                       6.5%         37.1%         10.8%          7.5%         14.4%
Ratios and supplemental data:
   Net assets, end of period (000)               $   2,676     $   1,379     $     330     $   1,976     $   1,838
   Ratio of expenses to average net assets (c)         2.4%          2.5%          2.5%*         1.3%          1.5%*
   Ratio of net investment income to
     average net assets (c)                            1.9%          1.5%          2.4%*         2.9%          2.4%*
                                                 ---------     ---------     ---------     ---------     ---------
</TABLE>

<TABLE>
<CAPTION>
                                                                     ELEVEN MONTHS
                                                                         ENDED
                                        YEAR ENDED MARCH 31,            MARCH 31,                YEAR ENDED APRIL 30,
                               ----------------------------------------------------------------------------------------------------
                                1999     1998      1997      1996        1995        1994      1993      1992      1991     1990
                                ----     ----      ----      ----        ----        ----      ----      ----      ----     ----
<S>                             <C>     <C>       <C>       <C>          <C>        <C>       <C>       <C>         <C>      <C>
Portfolio turnover rate           87.5%   115.5%    91.5%     86.4%        84.7%      155.2%    132.3%    111.6%    103.6%   103.0%
Average commission rate per
share                          $ .0742  $ .0773  $ .0609   $ .0604      $ .0924     $ .1002   $ .1010   $ .1004      N/A      N/A
                               -------  -------  -------   -------      -------     -------   -------   -------     -----    -----
</TABLE>

(a) After the reimbursement and waiver of expenses by the Adviser equivalent to
0.0%, 0.0%, 0.1%, 0.1%, 0.2%*, 0.1%, 0.5%, 0.5%, 1.7% and 2.3% of average net
assets, respectively.

(b) Total return is not annualized for periods that are less than a full year
and does not reflect the effect of sales charges.

(c) After the reimbursement and waiver of expenses by the Adviser equivalent to
0.0%, 0.0% and 0.6%* of average net assets, respectively for Class C shares, and
0.0% and 0.0%* of average net assets, respectively for Class I shares.

*Annualized.


                 See accompanying Notes to Financial Statements.


                                       39
<PAGE>   152


FINANCIAL HIGHLIGHTS
                  CALMOS Strategic Income Fund

Selected data for a share outstanding throughout each period were as follows:

<TABLE>
<CAPTION>
                                                                           CLASS A SHARES
                                               ----------------------------------------------------------------------
                                                                                                         ELEVEN
                                                                                                         MONTHS
                                                                 YEAR ENDED MARCH 31,                 ENDED MARCH 31
                                               ----------------------------------------------------------------------
                                                    1999          1998          1997          1996           1995
                                                    ----          ----          ----          ----           ----
<S>                                            <C>           <C>           <C>           <C>            <C>
Net asset value, beginning of period           $   11.91     $   10.81     $   11.07     $   10.13      $   10.71
Income from investment operations:
   Net investment income                             .32           .50           .50           .53            .40
   Net realized and unrealized gain
     (loss) on investments                           .67          1.19           .29           .83           (.43)
                                               ---------     ---------     ---------     ---------      ---------
     Total from investment operations                .99          1.69           .79          1.36           (.03)
                                               ---------     ---------     ---------     ---------      ---------
Less distributions:
   Dividends from net investment income             (.32)         (.55)         (.68)         (.42)          (.36)
   Dividends from net realized capital gains        (.86)         (.04)         (.37)         --             (.19)
                                               ---------     ---------     ---------     ---------      ---------
     Total distributions                           (1.18)         (.59)        (1.05)         (.42)          (.55)
                                               ---------     ---------     ---------     ---------      ---------
Net asset value, end of period                 $   11.72     $   11.91     $   10.81     $   11.07      $   10.13
                                               =========     =========     =========     =========      =========
Total return (c)                                     8.7%         15.7%          7.4%         13.6%          (0.2%)
Ratios and supplemental data:
   Net assets, end of period (000)             $   2,089     $   1,123     $   1,317     $   1,620      $   2,211
   Ratio of expenses to average net
     assets (a)(b)                                   2.1%          2.1%          2.1%          2.2%*          2.4%
   Ratio of net investment income
     to average net assets (a)                       3.1%          3.9%          4.3%          4.6%           4.0%*
</TABLE>

<TABLE>
<CAPTION>
                                                                  CLASS A SHARES
                                               -----------------------------------------------------
                                                                                            SEPT. 4,
                                                                                             1990 TO
                                                            YEAR ENDED APRIL 30,            APRIL 30,
                                               -----------------------------------------------------
                                                     1994          1993          1992          1991
                                                     ----          ----          ----          ----
<S>                                             <C>           <C>           <C>           <C>
Net asset value, beginning of period            $   10.96     $   10.58     $   10.60     $   10.00
Income from investment operations:
   Net investment income                              .36           .39           .59           .40
   Net realized and unrealized gain
(loss) on investments                                 .11           .79           .46           .61
                                                ---------     ---------     ---------     ---------
     Total from investment operations                 .47          1.18          1.05          1.01
                                                ---------     ---------     ---------     ---------
Less distributions:
   Dividends from net investment income              (.41)         (.41)         (.51)         (.40)
   Dividends from net realized capital gains         (.31)         (.39)         (.56)         (.01)
                                                ---------     ---------     ---------     ---------
     Total distributions                             (.72)         (.80)        (1.07)         (.41)
                                                ---------     ---------     ---------     ---------
Net asset value, end of period                  $   10.71     $   10.96     $   10.58     $   10.60
                                                =========     =========     =========     =========
Total return (c)                                      4.2%         11.5%         10.5%         10.2%
Ratios and supplemental data:
   Net assets, end of period (000)              $   3,004     $   2,522     $   1,410     $     595
   Ratio of expenses to average net
   assets (a)(b)                                      2.2%          2.3%          2.5%          2.6%*
   Ratio of net investment income
   to average net assets (a)                          3.2%          3.9%          5.3%          6.6%*
</TABLE>

<TABLE>
<CAPTION>

                                                                              ELEVEN MONTHS                                SEPT. 4,
                                                                                  ENDED                                    1990 TO
                                                   YEAR ENDED MARCH 31,         MARCH 31          YEAR ENDED APRIL 30,    APRIL 30,
                                       --------------------------------------------------------------------------------------------
                                         1999      1998       1997      1996       1995       1994      1993       1992      1991
                                         ----      ----       ----      ----       ----       ----      ----       ----      ----
<S>                                    <C>       <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>
Portfolio turnover rate                 192.9%    398.2%     152.5%     81.1%      59.9%      79.4%      73.8%      97.0%     108.9%
Average commission rate per share      $.0579    $.0813     $.0711    $.0636     $0.966     $.0997     $.1056     $.1200       N/A
</TABLE>

(a) After the reimbursement and waiver of expenses by the Adviser equivalent to
    4.3%, 4.1%, 3.0%, 1.6%, 1.1%*, 1.0%, 0.7%, 1.25% and 4.8%* of average net
    assets, respectively.
(b) Includes 0.1%, 0.1%, 0.1%, 0.2%, 0.4%*, 0.2%, 0.3%, 0.5% and 0.6%*,
    respectively, related to dividend expense on short positions.
(c) Total return is not annualized for periods that are less than a full year
    and does not reflect the effect of sales charges.

*  Annualized.


                                       40
<PAGE>   153

FINANCIAL HIGHLIGHTS
                  CALAMOS GROWTH FUND

     Selected data for a share outstanding throughout each period were as
follows:

<TABLE>
<CAPTION>
                                                                             Class A
                                              ------------------------------------------------------------------------
                                                                                                             Eleven
                                                                                                              Months
                                                                                                              Ended
                                                                   Year Ended March 31,                     March 31,
                                              ------------------------------------------------------------------------
                                                    1999           1998           1997          1996          1995
                                                    ----           ----           ----          ----          ----
<S>                                           <C>            <C>            <C>           <C>           <C>
Net asset value, beginning of period          $    20.06     $    17.04     $    15.74    $    14.18    $    14.57
Income from investment operations:
  Net investment income (loss)                      (.30)          (.01)          (.09)         (.09)          .02
  Net realized and unrealized
   gain (loss) on investments                       3.75           8.53           3.14          4.69          (.28)
                                              ----------     ----------     ----------    ----------    ----------
   Total from investment operations                 3.45           8.52           3.05          4.60          (.26)
                                              ----------     ----------     ----------    ----------    ----------
Less distributions:
  Dividends from net investment income              --             --             --            (.07)         --
  Dividends from net realized capital gains         --            (5.32)         (1.75)        (2.97)         (.13)
  Distributions from paid in capital                --             (.18)          --            --            --
                                              ----------     ----------     ----------    ----------    ----------
Total distributions                                 --            (5.50)         (1.75)        (3.04)         (.13)
                                              ----------     ----------     ----------    ----------    ----------
Net asset value, end of period                $    23.51     $    20.06     $    17.04    $    15.74    $    14.18
                                              ==========     ==========     ==========    ==========    ==========
Total return (b)                                    17.2%          54.0%          19.1%         35.2%         (1.8%)
Ratios and supplemental data:
  Net assets, end of period (000)             $   13,553     $   10,374     $    6,635    $    2,866    $    1,791
  Ratio of expenses to average net
   assets (a)                                        2.0%           2.0%           2.0%          2.0%          2.0%*
  Ratio of net investment income to
   average net assets (a)                           (1.6)%         (1.5)%         (1.3)%        (0.8)%         0.2%*
                                              ----------     ----------     ----------    ----------    ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                      CLASS A
                                              --------------------------------------------------------

                                                                                            Sept. 4,
                                                                                             1990 to
                                                            Year Ended April 30,            April 30,
                                              --------------------------------------------------------
                                                     1994          1993          1992          1991
                                                     ----          ----          ----          ----
<S>                                            <C>           <C>           <C>           <C>
Net asset value, beginning of period           $    13.95    $    14.04    $    12.48    $    10.00
Income from investment operations:
  Net investment income (loss)                        .01          (.02)         (.01)          .07
  Net realized and unrealized
   gain (loss) on investments                        1.21           .20          1.60          2.50
                                               ----------    ----------    ----------    ----------
   Total from investment operations                  1.22           .18          1.59          2.57
                                               ----------    ----------    ----------    ----------
Less distributions:
  Dividends from net investment income               (.01)         --            --            (.08)
  Dividends from net realized capital gains          (.59)         (.27)         (.03)         (.01)
  Distributions from paid in capital                 --            --            --            --
                                               ----------    ----------    ----------    ----------
Total distributions                                  (.60)         (.27)         (.03)         (.09)
                                               ----------    ----------    ----------    ----------
Net asset value, end of period                 $    14.57    $    13.95    $    14.04    $    12.48
                                               ==========    ==========    ==========    ==========
Total return (b)                                      8.9%          1.4%         12.7%         25.8%
Ratios and supplemental data:
  Net assets, end of period (000)              $    2,089    $    1,861    $    1,802    $      862
  Ratio of expenses to average net
   assets (a)                                         2.0%          2.0%          2.0%          2.0%*
  Ratio of net investment income to
   average net assets (a)                             0.1%         (0.1)%        (0.1)%         0.8%*
                                               ----------    ----------    ----------    ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                 Class C                             Class I
                                                             ----------------------------------------------------------------------
                                                                 Year       Year     Sept. 3, 1996       Year   September 18, 1997
                                                                Ended       Ended      through          Ended       Through
                                                               March 31,   March 31,   March 31,      March 31,     March 31,
                                                             ----------------------------------------------------------------------
                                                                  1999         1998         1997          1999          1998
                                                                  ----         ----         ----          ----          ----
<S>                                                          <C>          <C>          <C>           <C>           <C>
Net asset value, beginning of period                         $   19.85    $   16.98    $   17.63     $   20.12     $   24.32
Income from investment operations:
  Net investment income                                           (.11)        (.13)        (.07)         (.21)         (.11)
  Net realized and unrealized gain (loss) on investments          3.44         8.50         1.07          3.80          1.07
                                                             ---------    ---------    ---------     ---------     ---------
   Total from investment operations                               3.33         8.37         1.00          3.59           .96
                                                             ---------    ---------    ---------     ---------     ---------
Less distributions:
  Dividends from net realized capital gains                       --          (5.32)       (1.65)         --           (4.98)
  Distributions from paid in capital                              --           (.18)        --            --            (.18)
                                                             ---------    ---------    ---------     ---------     ---------
   Total distributions                                            --          (5.50)       (1.65)         --           (5.16)
                                                             ---------    ---------    ---------     ---------     ---------
Net asset value, end of period                               $   23.18    $   19.85    $   16.98     $   23.71     $   20.12
                                                             =========    =========    =========     =========     =========
Total return (b)                                                  16.8%        53.3%         5.4%         17.8%          6.4%
Ratios and supplemental data:
  Net assets, end of period (000)                            $     308    $      41    $       8     $   1,792     $   1,508
  Ratio of expenses to average net assets (c)                      2.5%         2.5%         2.5%*         1.5%          1.5%*
  Ratio of net investment income to average net assets (c)        (2.1%)       (2.0)%       (1.9)%*       (1.1)%        (1.1)%*
                                                             ---------    ---------    ---------     ---------     ---------
</TABLE>

<TABLE>
<CAPTION>
                                                                            Eleven Months                                Sept. 4,
                                                                                Ended                                    1990 to
                                               Year Ended March 31,            March 31,        Year Ended April 30,    April 30,
                                   ----------------------------------------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994       1993       1992    1991
                                      ----       ----       ----       ----       ----       ----       ----       ----    ----
<S>                                <C>       <C>        <C>        <C>        <C>         <C>        <C>        <C>     <C>
Portfolio turnover rate               84.3%     206.1%     173.9%     252.4%     104.3%      87.3%      56.8%      47.3%   15.8%*
Average commission rate per share  $ .0649    $ .0662    $ .0614    $ .0608    $ .0910    $ .0996    $ .1011    $ .1098     N/A
                                   -------    -------    -------    -------    -------    -------    -------    -------    ----

</TABLE>

(a)  After the reimbursement and waiver of expenses by the Adviser equivalent to
     0.4%, 0.3%, 0.7%, 1.2%, 1.6%*, 1.1%, 0.7%, 0.8%, and 4.5%* of average net
     assets, respectively.
(b)  Total return is not annualized for periods that are less than a full year
     and does not reflect the effect of sales charges.
(c)  After the reimbursement and waiver of expenses by the Adviser equivalent to
     0.5%, 0.4% and 0.6%* of average net assets, respectively for Class C shares
     and 0.3%, and 0.3%* of the average net assets, respectively for Class I
     shares.
*  Annualized.


                 See accompanying Notes to Financial Statements.


                                       41
<PAGE>   154

 FINANCIAL HIGHLIGHTS
                   CALAMOS Global Growth and Income Fund

Selected data for a share outstanding throughout each period were as follows:

<TABLE>
<CAPTION>
                                                                             CLASS A
                                                              --------------------------------------
                                                                                           SEPT. 9,
                                                                                            1995
                                                              YEAR ENDED    YEAR ENDED     THROUGH
                                                               MARCH 31,     MARCH 31,     MARCH 31,
                                                              ----------    ----------    ----------
                                                                   1999          1998          1997
                                                                   ----          ----          ----
<S>                                                           <C>           <C>           <C>
Net asset value, beginning of period                          $    6.56     $    5.39     $    5.00
Income from investment operations:
     Net investment income                                          .02           .17           .04
   Net realized and unrealized gain (loss) on investments           .29          1.42           .36
                                                              ---------     ---------     ---------
     Total from investment operations                               .31          1.59           .40
                                                              ---------     ---------     ---------
Less distributions:
   Dividends from net investment income                            (.13)         (.28)         (.01)
   Dividends from net realized capital gains                       (.13)         (.14)         --
                                                              ---------     ---------     ---------
     Total distributions                                           (.26)         (.42)         (.01)
                                                              ---------     ---------     ---------
Net asset value, end of period                                $    6.61     $    6.56     $    5.39
                                                              =========     =========     =========
Total return (b)                                                    5.1%         30.3%          8.0%

Ratios and supplemental data:
   Net assets, end of period (000)                            $   6,447     $   5,678     $   2,926
   Ratio of expenses to average net assets (a)                      2.0%          2.0%          2.0%*
   Ratio of net investment income to average net assets (a)         1.3%          1.4%          1.8%*
                                                              ---------     ---------     ---------
</TABLE>

<TABLE>
<CAPTION>
                                                                            Class C                          Class I
                                                              -------------------------------------   -------------------------
                                                                  Year       Year     Sept. 24 1996      Year    Sept. 18, 1997
                                                                 Ended       Ended      through         Ended        through
                                                               March 31,   March 31,    March 31,      March 31,    March 31,
                                                              ----------   ---------    ---------     ----------   ----------
                                                                  1999         1998         1997          1999         1998
                                                                  ----         ----         ----          ----         ----
<S>                                                           <C>          <C>          <C>           <C>          <C>
Net asset value, beginning of period                          $   6.53     $   5.37     $   5.00      $   6.56     $   6.18
Income from investment operations:
   Net investment income                                           .01          .15          .03           .03          .07
   Net realized and unrealized gain (loss) on investments          .27         1.41          .35           .31          .58
                                                              --------     --------     --------      --------     --------
     Total from investment operations                              .28         1.56          .38           .34          .65
                                                              --------     --------     --------      --------     --------
Less distributions:
   Dividends from net investment income                           (.11)        (.26)        (.01)         (.14)        (.17)
   Dividends from net realized capital gains                      (.13)        (.14)        --            (.13)        (.10)
                                                              --------     --------     --------      --------     --------
     Total distributions                                          (.24)        (.40)        (.01)         (.27)        (.27)
                                                              --------     --------     --------      --------     --------
Net asset value, end of period                                $   6.57     $   6.53     $   5.37      $   6.63     $   6.56
                                                              ========     ========     ========      ========     ========
Total return (b)                                                   4.6%        29.8%         7.6%          5.6%        10.9%
Ratios and supplemental data:
   Net assets, end of period (000)                            $    729     $    671     $    390      $    484     $    458
   Ratio of expenses to average net assets (a)                     2.5%         2.5%         2.5%*         1.5%         1.5%*
   Ratio of net investment income to average net assets (a)        0.8%         0.9%         1.6%*         1.8%         1.9%*
                                                              --------     --------     --------      --------     --------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                   Sept. 9, 1996
                                                          Year Ended           Year Ended             through
                                                           March 31,             March 31,            March 31,
                                                           ---------            ----------           ----------
                                                             1999                  1998                 1997
                                                             ----                  ----                 ----
<S>                                                        <C>                   <C>                  <C>
Portfolio turnover rate                                      106.3%                 64.8%               160.4%*
Average commission rate per share                          $ .0427               $ .0945              $ .0758
</TABLE>

(a)  After the reimbursement and waiver of expenses by the Adviser equivalent to
     1.2%, 1.0% and 1.8%* of average net assets, respectively for Class A
     shares, 1.5%, 1.2%, and 1.8%* of average net assets, respectively for Class
     C shares, and .9% and 1.2%* of average net assets, respectively for Class I
     shares.
(b)  Total return is not annualized for periods that are less than a full year
     and does not reflect the effect of sales charges.

*  Annualized.


                 See accompanying Notes to Financial Statements.


                                       42
<PAGE>   155

FEDERAL TAX STATUS OF FISCAL 1999 DISTRIBUTIONS

The income dividends are taxable as ordinary income. Amounts equal to 29%, 22%,
24%, 0%, and 69% of the amount taxable as ordinary income of CALAMOS Convertible
Fund, Growth and Income Fund, Strategic Income Fund, Growth Fund, and Global
Growth and Income Fund, respectively, qualify for dividends received deductions
available to corporate shareholders that meet the holding period requirements
for shares of those funds owned.

Income dividends paid to shareholders, whether received in cash or reinvested in
shares, must be included in their Federal income tax returns and must be
reported by the funds to the Internal Revenue Service in accordance with U.S.
Treasury Department Regulations.


                                       43

<PAGE>   156

                            PART C OTHER INFORMATION

ITEM 23         Exhibits

     (a)(1)     Amended and Restated Agreement and Declaration of Trust (exhibit
                1 to Post-Effective Amendment No. 18*)

     (a)(2)     Amendment to Declaration of Trust

     (b)        Bylaws, as amended through March 25, 1997 (exhibit 2 to
                Post-effective Amendment no. 18*)

     (c)        See Articles IV and V of Exhibit (a)(1), above.

     (d)(1)     Management agreement with Calamos Asset Management, Inc. dated
                July 5, 1988 - Calamos Growth and Income Fund (exhibit 5.1 to
                Post-effective Amendment no. 18*)

     (d)(2)     Notification dated August 22, 1990 pursuant to section 1(b) of
                management agreement for series designated Calamos Strategic
                Income Fund and Calamos Growth Fund (exhibit 5.2 to
                Post-effective Amendment no. 18*)

     (d)(3)     Notification dated April 30, 1992 pursuant to section 1(b) of
                management agreement for series designated Calamos Convertible
                Fund (exhibit 5.3 to Post-effective Amendment no. 18*)

     (d)(4)     Form of notification pursuant to section 1(b) of management
                agreement for series designated Calamos Global Growth and Income
                Fund (exhibit 5.4 to Post-effective Amendment no. 13*)

     (d)(5)     Form of notification pursuant to section 1(b) of management
                agreement for series designated Calamos High Yield Fund

     (e)(1)     Form of distribution agreement with Calamos Financial Services,
                Inc. dated June 19, 1996 (exhibit 6.1 to Post-effective
                Amendment no. 13*)

     (e)(2)     Form of selling group agreement, revised 1996 (exhibit 6.2 to
                Post-effective Amendment no. 13*)

     (f)        None

     (g)(1)     Custody agreement (for all series except Calamos Strategic
                Income Fund) with Bank of New York dated October 16, 1997
                (exhibit 8.1 to Post-effective Amendment no. 19*)

     (g)(2)     First amendment to custody agreement with Bank of New York dated
                October 16, 1998 (exhibit 8.2 to Post-effective Amendment no.
                19*)

     (g)(3)     Custody agreement (for Calamos Strategic Income Fund) with
                Prudential-Bache Securities, Inc. dated April 20, 1990 (exhibit
                8 to Post-effective Amendment no. 18*)

     (h)(1)     Investment company services agreement with First Data Investor
                Services Group, Inc. dated October 1, 1998 (exhibit 9.1 to
                Post-effective Amendment no. 19*)

     (h)(2)     Use of name agreement dated August 23, 1990 (exhibit 9.5 to
                Post-effective Amendment no. 18*)

     (i)(1)     Opinion and Consent of Bell, Boyd & Lloyd dated July 21, 1999.

     (i)(2)     Opinion and Consent of Goodwin, Procter & Hoar dated April 2,
                1996 (exhibit 10 to Post-effective Amendment No. 13*)

     (i)(3)     Opinion and Consent of Bell, Boyd, & Lloyd dated June 19, 1997
                (exhibit 10.2 to Post-effective Amendment No. 18*)

     (j)        Consent of independent auditors

     (k)        None

     (l)        Subscription agreement - Calamos High Yield Fund



<PAGE>   157


     (m)        Form of distribution plan dated June 24, 1996 (exhibit 15 to
                Post-effective Amendment no. 13*)

     (n)        Financial Data Schedule

     (o)        Rule 18f-3 Plan dated March 17, 1999


     * Incorporated herein by reference.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

           The information in the prospectus under the captions "Who Manages the
Funds?", and in the Statement of Additional Information under the caption
"Management" and "Certain Shareholders" is incorporated by reference.

ITEM 25.   INDEMNIFICATION

                  Article VI of the agreement and declaration of trust of
registrant (exhibit (a) to this registration statement which is incorporated
herein by reference) provides that the Trust shall indemnify (from the assets of
the Sub-Trust or Sub-Trusts in question) each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the trust has any interest as a
shareholder, creditor or otherwise [hereinafter referred to as a "Covered
Person"] against all liabilities, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such person may be or
may have been threatened, while in office or thereafter, by reason of being or
having been such a Trustee or officer, director or trustee, except with respect
to any matter as to which it has been determined in one of the manners described
below, that such covered Person (i) did not act in good faith in the reasonable
belief that such Covered Person's action was in or not opposed to the best
interests of the Trust or (ii) had acted with willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such Covered Person's office (either and both of the conduct described in (i)
and (ii) being referred to hereafter as "Disabling Conduct").

                  A determination that the Covered Person is not entitled to
indemnification due to Disabling conduct may be made by (i) a final decision on
the merits by a court or other body before whom the proceeding was brought that
the person to be indemnified was not liable by reason of Disabling Conduct, (ii)
dismissal of a court action or an administrative proceeding against a Covered
Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Trust as defined in section
2(a)(19) of the Investment Company Act of 1940 nor parties to the proceeding, or
(b) an independent legal counsel in a written opinion. Expenses, including
accountants' and counsel fees so incurred by any such Covered Person (but
excluding amounts paid in satisfaction of judgments, in compromise or as fines
or penalties), may be paid from time to time in advance of the final disposition
of any such action, suit or proceeding, provided that the Covered Person shall
have undertaken to repay the amounts so paid to the Sub-Trust in question if it
is ultimately determined that indemnification of such expenses is not authorized
under this Article VI and (i) the Covered Person shall have provided security
for such undertaking, (ii) the Trust shall be insured against losses arising by
reason of any lawful advances, or (iii) a majority of a quorum of the
disinterested Trustees who are not a party to the proceeding, or an independent
legal counsel in a written opinion, shall have determined, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that there is
reason to believe that the Covered Party ultimately will be found entitled to
indemnification.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a trustee, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>   158

ITEM 26.   BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

                  The information in the statement of additional information
under the caption "Management - Trustees and Officers" is incorporated by
reference.

ITEM 27.   PRINCIPAL UNDERWRITERS

    (a)    Calamos Financial Services, Inc. ("CFS") serves as principal
           underwriter for the Calamos Investment Trust and the Calamos Advisors
           Trust.

    (b)    Information on the officers and directors of CFS is set forth below.
           The principal business address is 1111 East Warrenville Road,
           Naperville, Illinois 60563.


          Name               Positions and Offices        Positions and Offices
          ----                with Underwriter             with Registrant
                              ----------------             ---------------

John P. Calamos               Director, President          President
Nick P. Calamos               Vice President               Vice President
John P. Calamos, Jr.          Vice President               None
James W. Faulkner             Treasurer                    Treasurer
James S. Hamman, Jr.          Secretary                    Secretary


ITEM 28.   LOCATION OF ACCOUNTS AND RECORDS

                  All such accounts, books and other documents are maintained at
the offices of the Registrant, at the offices of the Registrant's investment
manager, Calamos Asset Management, Inc., and Calamos Financial Services, Inc.,
the Registrant's principal underwriter, 1111 East Warrenville Road, Naperville,
Illinois 60563, at the offices of the custodians, Bank of New York, 90
Washington Street, New York, NY 10286, and Prudential Securities, One New York
Plaza, New York, NY 10292, or at the offices of the transfer agent, First Data
Investor Services Group, Inc., 3200 Horizon Drive, King of Prussia, PA 19406.

ITEM 29.   MANAGEMENT SERVICES

                  None

ITEM 30.   UNDERTAKINGS

                  None.




<PAGE>   159


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant certifies that it has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Naperville, Illinois on July 27, 1999.


                                           CALAMOS INVESTMENT TRUST


                                           By  /s/  John P. Calamos
                                                    ---------------
                                                    John P. Calamos


Pursuant to the requirements of the Securities Act of 1933, this amendment to
the registration statement has been signed below on July 27, 1999, on behalf of
the following persons in the capacities indicated.


           Name                            Title
           ----                            -----


/s/ John P. Calamos                        Trustee and President (principal
- ----------------------                     executive officer)
    John P. Calamos

/s/ Nick P. Calamos                        Trustee
- ----------------------
    Nick P. Calamos

/s/ Richard J. Dowen*                      Trustee
- ----------------------
    Richard J. Dowen

/s/ Robert Frost*                          Trustee
- ----------------------
    Robert Frost

/s/ William Kaun*                          Trustee
- ----------------------
    William Kaun







*James S. Hamman, Jr. signs this document pursuant to powers of attorney.

                                                       /s/ James S. Hamman, Jr.
                                                       ------------------------
                                                           James S. Hamman, Jr.



<PAGE>   1
                                                                            A(2)

                            CALAMOS INVESTMENT TRUST

                           WRITTEN INSTRUMENT CHANGING
                        THE NAME OF A SERIES OF THE TRUST
              ----------------------------------------------------


         The undersigned, being a majority of the trustees of Calamos Investment
Trust (the "Trust"), a business trust organized pursuant to an amended and
restated Agreement and Declaration of Trust dated June 23, 1997 (the
"Declaration of Trust"), pursuant to Section 4.1 and Section 7.3 of the
Declaration of Trust, do hereby change the name of the series of Shares of the
Trust named the "Calamos Strategic Income Fund" to the "Calamos Market Neutral
Fund" effective as of July 30, 1999. The relative rights and preferences of such
series shall continue to be as set forth in the Declaration of Trust.

         IN WITNESS WHEREOF, the undersigned have this 27th day of July 1999
signed these presents.


                                                       /s/ John P. Calamos
                                                       -------------------------
                                                           John P. Calamos

                                                       /s/ Nick P. Calamos
                                                       -------------------------
                                                           Nick P. Calamos

                                                       /s/ Robert Frost
                                                       -------------------------
                                                           Robert Frost

                                                       /s/ Richard Dowen
                                                       -------------------------
                                                           Richard Dowen

                                                       /s/ William Kaun
                                                       -------------------------
                                                           William Kaun







<PAGE>   1
                                                                          (d)(5)

                                  July 27, 1999


Calamos Asset Management, Inc.
1111 E. Warrenville Rd.
Naperville, Illinois 60563


Ladies and Gentlemen:

         Management Agreement


         Pursuant to paragraph 1(b) of the Management Agreement between Calamos
Investment Trust and Calamos Asset Management, Inc. dated July 5, 1988, we
hereby notify you that the board of trustees of Calamos Investment Trust has
established an additional Sub-Trust designated Calamos High Yield Fund, and has
appointed you as Manager to act as manager and investment adviser to that
Sub-Trust on the terms and conditions set forth in the Agreement, except that
the advisory fee schedule applicable to the Sub-Trust designated Calamos High
Yield Fund shall be 1/12 of .75% of monthly average net assets.


                                                      Very truly yours,

                                                      Calamos Investment Trust


                                                   By  /s/ James S. Hamman, Jr.
                                                      --------------------------
                                                      James S. Hamman, Jr.
                                                      Secretary


         Appointment as Manager for the Sub-Trust designated Calamos High Yield
Fund accepted this 27th day of July, 1999.


                                                  By   /s/ John P. Calamos
                                                      --------------------------
                                                      John P. Calamos
                                                      President


<PAGE>   1
                                                              EXHIBIT 99.B(i)(1)

                        [BELL, BOYD & LLOYD LETTERHEAD]

                                  July 21, 1999




Calamos Investment Trust
1111 East Warrenville Road
Naperville, Illinois  60563-1497

Ladies and Gentlemen:

         We have acted as counsel for Calamos Investment Trust (the "Trust") in
connection with the registration under the Securities Act of 1933 (the "Act") of
an indefinite number of Class A shares, Class C shares and Class I shares of
beneficial interest (the "Shares") of the series of the Trust designated Calamos
High Yield Fund (the "Fund") in registration statement no. 33-19228 on form N-1A
(the "Registration Statement").

         In this connection we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate and other
records, certificates and other papers as we deemed it necessary to examine for
the purpose of this opinion, including the agreement and declaration of trust
(the "Trust Agreement") and by-laws (the "By-laws") of the Trust, actions of the
board of trustees of the Trust authorizing the issuance of shares of the Fund
and the Registration Statement.

         Based on such examination, we are of the opinion that upon the issuance
and delivery of the Shares after the post-effective amendment has been declared
effective and in accordance with the Trust Agreement and the actions of the
board of trustees authorizing the issuance of the Shares, and the receipt by the
Trust of the authorized consideration therefor, the Shares so issued will be
validly issued, fully paid and nonassessable by the Trust.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under section 7 of the Act.

                             Very truly yours,

                             /s/ Bell, Boyd & Lloyd



<PAGE>   1
                                                                            B(j)



                         CONSENT OF INDEPENDENT AUDITORS


We consent the reference to our firm under the captions "Financial Highlights"
and "Independent Auditors" and use of our reports on the financial statements of
Calamos Investment Trust - Calamos Convertible Fund, Calamos Growth and Income
Fund, Calamos Strategic Income Fund, Calamos Growth Fund and Calamos Global
Growth and Income Fund dated May 12, 1999 in the Registration Statement (Form
N-1A) and its incorporation by reference in the related Prospectus and Statement
of Additional Information of Calamos Investment Trust, filed with the Securities
and Exchange Commission in this Post-Effective Amendment No. 21 to the
Registration Statement under the Securities Act of 1933 (Registration No.
33-19228) and in this Amendment No. 24 to the Registration Statement under the
Investment Company Act of 1940 (Registration No. 811-5443).





                                                      ERNST & YOUNG LLP


Chicago, Illinois
July 27, 1999


<PAGE>   1
                                                                   EXHIBIT 99.BL

                             SUBSCRIPTION AGREEMENT


                            Calamos Investment Trust


1. Shares Subscription. The undersigned agrees to purchase from Calamos
Investment Trust (the "Trust") the number of shares (the "Shares") of the Fund's
Calamos High Yield Fund (the "Fund"), without par value, set forth at the end of
this Agreement on the terms and conditions set forth herein and in the
Preliminary Prospectus ("Preliminary Prospectus") described below, and hereby
tenders the amount of the price required to purchase these Shares at the price
set forth at the end of this Agreement.

         The undersigned understands that the Trust has prepared a registration
statement or an amendment thereto for filing with the Securities and Exchange
Commission on Form N-1A, which contains the Preliminary Prospectus which
describes the Trust, the Fund and the Shares. By its signature hereto, the
undersigned hereby acknowledges receipt of a copy of the Preliminary Prospectus.

         The undersigned recognizes that the Fund will not be fully operational
until such time as it commences the public offering of its shares. Accordingly,
a number of features of the Fund described in the Preliminary Prospectus,
including, without limitation, the declaration and payment of dividends, and
redemption of shares upon request of shareholders, are not, in fact, in
existence at the present time and will not be instituted until the Fund's
registration under the Securities Act of 1933 is made effective.

2. Representations and Warranties. The undersigned hereby represents and
warrants as follows:

   (a) It is aware that no Federal or state agency has made any findings or
determination as to the fairness for investment, nor any recommendation or
endorsement, of the Shares;

   (b) It has such knowledge and experience of financial and business matters as
will enable it to utilize the information made available to it in connection
with the offering of the Shares, to evaluate the merits and risks of the
prospective investment and to make an informed investment decision;

<PAGE>   2

   (c) It recognizes that the Fund has no financial or operating history and,
further, that investment in the Fund involves certain risks, and it has taken
full cognizance of and understands all of the risks related to the purchase of
the Shares, and it acknowledges that it has suitable financial resources and
anticipated income to bear the economic risk of such an investment;

   (d) It is purchasing the Shares for its own account, for investment, and not
with any present intention of redemption, distribution, or resale of the Shares,
either in whole or in part;

   (e) It will not sell the Shares purchased by it without registration of the
Shares under the Securities Act of 1933 or exemption therefrom;

   (f) This Agreement and the Preliminary Prospectus and such material documents
relating to the Fund as it has requested have been provided to it by the Trust
and have been reviewed carefully by it; and

   (g) It has also had the opportunity to ask questions of, and receive answers
from, representatives of the Trust concerning the Fund and the terms of the
offering.

3. The undersigned recognizes that the Trust reserves the unrestricted right to
reject or limit any subscription and to close the offer at any time.

     Number of Shares of the Fund: 5,000 Class A shares at a subscription price
of $10.00 per share and 5,000 Class C shares at a subscription price of $10.00
per share for an aggregate price of $100,000 for the Calamos High Yield Fund.

         IN WITNESS WHEREOF, the undersigned has executed this instrument this
27th day of July, 1999.


                                               CALAMOS ASSET MANAGEMENT, INC.


                                               By: /s/ James S. Hamman, Jr.
                                                  ------------------------------
                                                   James S. Hamman, Jr.
                                                   Vice President


<PAGE>   1
[ARTICLE] 6
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   3-MOS
[FISCAL-YEAR-END]                          MAR-31-1999
[PERIOD-START]                             APR-01-1998
[PERIOD-END]                               MAR-31-1999
[INVESTMENTS-AT-COST]                      113,406,502
[INVESTMENTS-AT-VALUE]                     129,193,608
[RECEIVABLES]                                2,615,945
[ASSETS-OTHER]                               2,595,485
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                             134,405,038
[PAYABLE-FOR-SECURITIES]                             0
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                    1,381,622
[TOTAL-LIABILITIES]                          1,381,622
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                   116,923,991
[SHARES-COMMON-STOCK]                        7,759,003
[SHARES-COMMON-PRIOR]                        7,534,258
[ACCUMULATED-NII-CURRENT]                     (11,144)
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                        233,523
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                    15,877,046
[NET-ASSETS]                               133,023,416
[DIVIDEND-INCOME]                            1,536,844
[INTEREST-INCOME]                            3,448,159
[OTHER-INCOME]                                       0
[EXPENSES-NET]                               1,708,482
[NET-INVESTMENT-INCOME]                      3,276,521
[REALIZED-GAINS-CURRENT]                     4,358,710
[APPREC-INCREASE-CURRENT]                  (3,186,023)
[NET-CHANGE-FROM-OPS]                        4,449,208
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                    3,115,139
[DISTRIBUTIONS-OF-GAINS]                     3,004,579
[DISTRIBUTIONS-OTHER]                                0
[NUMBER-OF-SHARES-SOLD]                      2,877,033
[NUMBER-OF-SHARES-REDEEMED]                  1,703,099
[SHARES-REINVESTED]                            135,452
[NET-CHANGE-IN-ASSETS]                      20,557,128
[ACCUMULATED-NII-PRIOR]                              0
[ACCUMULATED-GAINS-PRIOR]                  (1,292,860)
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                     521,015
[GROSS-ADVISORY-FEES]                          932,218
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                              1,708,482
[AVERAGE-NET-ASSETS]                        65,964,879
[PER-SHARE-NAV-BEGIN]                            17.43
[PER-SHARE-NII]                                   0.41
[PER-SHARE-GAIN-APPREC]                           0.09
[PER-SHARE-DIVIDEND]                              0.41
[PER-SHARE-DISTRIBUTIONS]                         0.38
[RETURNS-OF-CAPITAL]                                 0
[PER-SHARE-NAV-END]                              17.14
[EXPENSE-RATIO]                                   1.43
</TABLE>
<PAGE>   2
[ARTICLE] 6
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   3-MOS
[FISCAL-YEAR-END]                          MAR-31-1999
[PERIOD-START]                             APR-01-1998
[PERIOD-END]                               MAR-31-1999
[INVESTMENTS-AT-COST]                       19,440,838
[INVESTMENTS-AT-VALUE]                      22,397,430
[RECEIVABLES]                                  965,422
[ASSETS-OTHER]                                 385,340
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                              23,748,192
[PAYABLE-FOR-SECURITIES]                             0
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                      116,001
[TOTAL-LIABILITIES]                            116,001
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                    20,632,896
[SHARES-COMMON-STOCK]                        1,297,619
[SHARES-COMMON-PRIOR]                        1,021,361
[ACCUMULATED-NII-CURRENT]                        3,143
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                         39,559
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                     2,956,592
[NET-ASSETS]                                23,632,190
[DIVIDEND-INCOME]                              219,328
[INTEREST-INCOME]                              566,491
[OTHER-INCOME]                                       0
[EXPENSES-NET]                                 350,568
[NET-INVESTMENT-INCOME]                        435,251
[REALIZED-GAINS-CURRENT]                       900,317
[APPREC-INCREASE-CURRENT]                       91,274
[NET-CHANGE-FROM-OPS]                        1,426,842
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                      432,108
[DISTRIBUTIONS-OF-GAINS]                     1,230,405
[DISTRIBUTIONS-OTHER]                                0
[NUMBER-OF-SHARES-SOLD]                        520,317
[NUMBER-OF-SHARES-REDEEMED]                    177,627
[SHARES-REINVESTED]                             76,111
[NET-CHANGE-IN-ASSETS]                       7,296,684
[ACCUMULATED-NII-PRIOR]                              0
[ACCUMULATED-GAINS-PRIOR]                      369,647
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                           0
[GROSS-ADVISORY-FEES]                          140,713
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                                350,568
[AVERAGE-NET-ASSETS]                        15,053,048
[PER-SHARE-NAV-BEGIN]                            18.59
[PER-SHARE-NII]                                   0.39
[PER-SHARE-GAIN-APPREC]                           0.79
[PER-SHARE-DIVIDEND]                              0.39
[PER-SHARE-DISTRIBUTIONS]                         1.16
[RETURNS-OF-CAPITAL]                                 0
[PER-SHARE-NAV-END]                              18.22
[EXPENSE-RATIO]                                   1.96
</TABLE>
<PAGE>   3
[ARTICLE] 6
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   3-MOS
[FISCAL-YEAR-END]                          MAR-31-1999
[PERIOD-START]                             APR-01-1998
[PERIOD-END]                               MAR-31-1999
[INVESTMENTS-AT-COST]                        1,897,849
[INVESTMENTS-AT-VALUE]                       2,095,392
[RECEIVABLES]                                   34,655
[ASSETS-OTHER]                               1,109,592
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                               3,239,639
[PAYABLE-FOR-SECURITIES]                        63,000
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                    1,087,486
[TOTAL-LIABILITIES]                          1,150,486
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                     1,994,309
[SHARES-COMMON-STOCK]                          178,253
[SHARES-COMMON-PRIOR]                          140,583
[ACCUMULATED-NII-CURRENT]                          (4)
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                         38,689
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                        56,158
[NET-ASSETS]                                 2,089,152
[DIVIDEND-INCOME]                               14,675
[INTEREST-INCOME]                               66,989
[OTHER-INCOME]                                       0
[EXPENSES-NET]                                  33,100
[NET-INVESTMENT-INCOME]                         48,564
[REALIZED-GAINS-CURRENT]                       108,678
[APPREC-INCREASE-CURRENT]                     (26,015)
[NET-CHANGE-FROM-OPS]                          131,227
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                       48,568
[DISTRIBUTIONS-OF-GAINS]                       115,218
[DISTRIBUTIONS-OTHER]                                0
[NUMBER-OF-SHARES-SOLD]                        106,703
[NUMBER-OF-SHARES-REDEEMED]                     35,744
[SHARES-REINVESTED]                             12,957
[NET-CHANGE-IN-ASSETS]                         965,914
[ACCUMULATED-NII-PRIOR]                              0
[ACCUMULATED-GAINS-PRIOR]                       45,230
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                           0
[GROSS-ADVISORY-FEES]                           11,670
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                                 99,827
[AVERAGE-NET-ASSETS]                         1,555,972
[PER-SHARE-NAV-BEGIN]                            11.91
[PER-SHARE-NII]                                   0.32
[PER-SHARE-GAIN-APPREC]                           0.67
[PER-SHARE-DIVIDEND]                              0.32
[PER-SHARE-DISTRIBUTIONS]                         0.86
[RETURNS-OF-CAPITAL]                                 0
[PER-SHARE-NAV-END]                              11.72
[EXPENSE-RATIO]                                   2.10
</TABLE>
<PAGE>   4
[ARTICLE] 6
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   3-MOS
[FISCAL-YEAR-END]                          MAR-31-1999
[PERIOD-START]                             APR-01-1998
[PERIOD-END]                               MAR-31-1999
[INVESTMENTS-AT-COST]                       10,930,935
[INVESTMENTS-AT-VALUE]                      14,779,844
[RECEIVABLES]                                  918,093
[ASSETS-OTHER]                                 616,520
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                              16,314,457
[PAYABLE-FOR-SECURITIES]                       603,990
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                       57,632
[TOTAL-LIABILITIES]                            661,622
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                    11,462,719
[SHARES-COMMON-STOCK]                          665,254
[SHARES-COMMON-PRIOR]                          632,849
[ACCUMULATED-NII-CURRENT]                    (188,955)
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                        530,162
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                     3,848,909
[NET-ASSETS]                                15,652,835
[DIVIDEND-INCOME]                               16,934
[INTEREST-INCOME]                               39,403
[OTHER-INCOME]                                       0
[EXPENSES-NET]                                 245,292
[NET-INVESTMENT-INCOME]                      (188,955)
[REALIZED-GAINS-CURRENT]                       723,739
[APPREC-INCREASE-CURRENT]                    1,667,569
[NET-CHANGE-FROM-OPS]                        2,202,353
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                            0
[DISTRIBUTIONS-OF-GAINS]                             0
[DISTRIBUTIONS-OTHER]                                0
[NUMBER-OF-SHARES-SOLD]                        134,433
[NUMBER-OF-SHARES-REDEEMED]                     63,388
[SHARES-REINVESTED]                                  0
[NET-CHANGE-IN-ASSETS]                       3,729,479
[ACCUMULATED-NII-PRIOR]                              0
[ACCUMULATED-GAINS-PRIOR]                    (193,577)
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                      80,888
[GROSS-ADVISORY-FEES]                          126,233
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                                295,605
[AVERAGE-NET-ASSETS]                        11,055,295
[PER-SHARE-NAV-BEGIN]                            20.06
[PER-SHARE-NII]                                 (0.30)
[PER-SHARE-GAIN-APPREC]                           3.75
[PER-SHARE-DIVIDEND]                                 0
[PER-SHARE-DISTRIBUTIONS]                            0
[RETURNS-OF-CAPITAL]                                 0
[PER-SHARE-NAV-END]                              23.51
[EXPENSE-RATIO]                                   2.01
</TABLE>
<PAGE>   5
[ARTICLE] 6
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   3-MOS
[FISCAL-YEAR-END]                          MAR-31-1999
[PERIOD-START]                             APR-01-1998
[PERIOD-END]                               MAR-31-1999
[INVESTMENTS-AT-COST]                        6,085,998
[INVESTMENTS-AT-VALUE]                       7,082,163
[RECEIVABLES]                                   74,039
[ASSETS-OTHER]                                 544,611
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                               7,700,813
[PAYABLE-FOR-SECURITIES]                             0
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                       41,264
[TOTAL-LIABILITIES]                             41,264
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                     6,512,210
[SHARES-COMMON-STOCK]                        1,158,651
[SHARES-COMMON-PRIOR]                        1,173,133
[ACCUMULATED-NII-CURRENT]                     (55,528)
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                        115,310
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                     1,087,557
[NET-ASSETS]                                 7,659,549
[DIVIDEND-INCOME]                               95,580
[INTEREST-INCOME]                              145,026
[OTHER-INCOME]                                       0
[EXPENSES-NET]                                 146,497
[NET-INVESTMENT-INCOME]                         94,109
[REALIZED-GAINS-CURRENT]                       448,201
[APPREC-INCREASE-CURRENT]                    (212,532)
[NET-CHANGE-FROM-OPS]                          329,778
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                      147,631
[DISTRIBUTIONS-OF-GAINS]                       149,906
[DISTRIBUTIONS-OTHER]                                0
[NUMBER-OF-SHARES-SOLD]                        210,198
[NUMBER-OF-SHARES-REDEEMED]                    133,445
[SHARES-REINVESTED]                             44,120
[NET-CHANGE-IN-ASSETS]                          51,561
[ACCUMULATED-NII-PRIOR]                         68,156
[ACCUMULATED-GAINS-PRIOR]                    (248,364)
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                           0
[GROSS-ADVISORY-FEES]                           72,674
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                                232,171
[AVERAGE-NET-ASSETS]                         6,124,815
[PER-SHARE-NAV-BEGIN]                             6.56
[PER-SHARE-NII]                                   0.02
[PER-SHARE-GAIN-APPREC]                           0.29
[PER-SHARE-DIVIDEND]                              0.13
[PER-SHARE-DISTRIBUTIONS]                         0.13
[RETURNS-OF-CAPITAL]                                 0
[PER-SHARE-NAV-END]                               6.61
[EXPENSE-RATIO]                                   2.00
</TABLE>

<PAGE>   1
                                                                   Exhibit 99.BO


                            CALAMOS INVESTMENT TRUST

                      PLAN PURSUANT TO RULE 18F-3(d) UNDER
                       THE INVESTMENT COMPANY ACT OF 1940
                   (as amended and restated on March 17, 1999)


         Calamos Investment Trust (the "Trust") may offer different classes of
shares of each series of the Trust pursuant to Rule 18f-3 under the Investment
Company Act of 1940 (the "Act") under the following Plan.

         1. The Plan encompasses three classes of shares of each series of the
Trust that may be offered as follows:

                  (a) Class A shares are to be sold with a maximum sales charge
         of 4.75% of offering price and are subject to the payment of rule 12b-1
         fees at an annual rate of 0.50% of the average daily net assets
         attributable to such shares.

                  (b) Class C shares are to be sold without a sales charge and
         are subject to the payment of rule 12b-1 fees at an annual rate of
         1.00% of the average daily net assets attributable to such shares.

                  (c) Class I shares are to be sold without a sales charge and
         are not subject to the payment of any rule 12b-1 fees.

         2. Rule 12b-1 fees with respect to shares of any class of any series
shall be allocated to that class of that series. Income, realized and unrealized
capital gains and losses, and expenses of any series not allocated to a
particular class of the series as provided in the preceding sentence, shall be
allocated to the series as a whole.

         3. Each class of any series shall vote separately with respect to any
matter that separately affects that class or as required by applicable law. The
shares of each class have one vote per share and a pro-rata fractional vote for
a fraction of a share.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission